Item 4 — Purpose of Transaction
Item 4 is hereby amended to add the following: On March 17, 2025, Bradley L. Radoff and Michael Torok (together, the "Radoff/Torok Group") entered into a letter agreement (the "Agreement") with the Issuer. Pursuant to the Agreement, incumbent directors Douglas L. Kieta and Michael D. Kandris will not stand for re-election to the Board at the 2025 Annual Meeting. Pursuant to the Agreement, the Reporting Persons are subject to certain customary standstill restrictions from the date of the Agreement until the earlier to occur of (i) 30 days prior to the deadline for delivery of notice under the Amended and Restated Bylaws of the Issuer for the nomination of director candidates for election to the Board at the Issuer's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") or (ii) 120 days prior to the first anniversary of the 2025 Annual Meeting (the "Standstill Period"), it being understood that the Issuer shall be required to give sufficient advance notice to the Radoff/Torok Group in the event the Issuer determines to advance or delay the 2026 Annual Meeting, so that the Radoff/Torok Group will continue to have no less than 30 days to nominate at such meeting. During the Standstill Period, the Reporting Persons also agreed to vote their Shares in favor of all directors nominated by the Board for election and otherwise in accordance with the recommendations of the Board, and against the election of any director nominee not so recommended by the Board; provided, however, that in the event that both Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis") recommend otherwise with respect to any proposals (other than the election of directors), the Reporting Persons shall be permitted to vote in accordance with the ISS and Glass Lewis recommendations; provided, further, that the Reporting Persons shall be permitted to vote in their sole discretion with respect to any publicly announced proposals relating to a merger, acquisition, disposition of all or substantially all of the assets of the Issuer or other business combination involving the Issuer requiring a vote of stockholders of the Issuer. During the Standstill Period, the Reporting Persons also agreed not to acquire beneficial ownership of more than 19.9% of the outstanding Shares. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.