STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
|
MARC WEINGARTEN, ESQ.
SCHULTE ROTH & ZABEL LLP
919 Third Avenue
New York, New York 10022
(212) 756-2280
|
1
|
NAME OF REPORTING PERSONS
Engaged Capital Master Feeder I, LP
|
|
2
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
409,628
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
409,628
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,628
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
Engaged Capital Master Feeder II, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
453,840
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
453,840
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,840
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
Engaged Capital I, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
409,628
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
409,628
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,628
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
Engaged Capital I Offshore, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
409,628
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
409,628
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,628
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
Engaged Capital II, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
453,840
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
453,840
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,840
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
Engaged Capital, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
863,468
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
863,468
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,468
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
Engaged Capital Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
863,468
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
863,468
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,468
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
Glenn W. Welling
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
863,468
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
863,468
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,468
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
Voce Capital Management LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
291,850
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
291,850
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,850
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
Voce Capital LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
291,850
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
291,850
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,850
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
J. Daniel Plants
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
291,850
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
291,850
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,850
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
(i)
|
Engaged Capital Master Feeder I, LP, a Cayman Islands exempted limited partnership (“Engaged Capital Master I”), with respect to the Shares directly and beneficially owned by it;
|
(ii)
|
Engaged Capital Master Feeder II, LP, a Cayman Islands exempted limited partnership (“Engaged Capital Master II”), with respect to the Shares directly and beneficially owned by it;
|
(iii)
|
Engaged Capital I, LP, a Delaware limited partnership (“Engaged Capital I”), as a feeder fund of Engaged Capital Master I;
|
(iv)
|
Engaged Capital I Offshore, Ltd., a Cayman Islands exempted company (“Engaged Capital Offshore”), as a feeder fund of Engaged Capital Master I;
|
(v)
|
Engaged Capital II, LP, a Delaware limited partnership (“Engaged Capital II”), as a feeder fund of Engaged Capital Master II;
|
(vi)
|
Engaged Capital, LLC, a Delaware limited liability company (“Engaged Capital”), as the general partner and investment advisor of each of Engaged Capital Master I and Engaged Capital Master II;
|
(vii)
|
Engaged Capital Holdings, LLC, a Delaware limited liability company (“Engaged Holdings”), as the managing member of Engaged Capital;
|
(viii)
|
Glenn W. Welling, as the managing member and Chief Investment Officer (“CIO”) of Engaged Capital and the sole member of Engaged Holdings;
|
(ix)
|
Voce Capital Management LLC, a California limited liability company (“Voce Capital Management”), with respect to the Shares beneficially owned by it;
|
(x)
|
Voce Capital LLC, a Delaware limited liability company (“Voce Capital”), as the sole managing member of Voce Capital Management; and
|
(xi)
|
J. Daniel Plants, as the sole managing member of Voce Capital.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
99.1
|
Joint Filing Agreement by and among Engaged Capital Master Feeder I, LP, Engaged Capital Master Feeder II, LP, Engaged Capital I, LP, Engaged Capital I Offshore, Ltd., Engaged Capital II, LP, Engaged Capital, LLC, Engaged Capital Holdings, LLC, Glenn W. Welling, Voce Capital Management LLC, Voce Capital LLC and J. Daniel Plants, dated July 11, 2014.
|
Engaged Capital Master Feeder I, LP
|
By:
|
Engaged Capital, LLC
General Partner
|
By:
|
/s/ Glenn W. Welling
|
||||
Name:
|
Glenn W. Welling
|
||||
Title:
|
Managing Member and Chief Investment Officer
|
Engaged Capital Master Feeder II, LP
|
By:
|
Engaged Capital, LLC
General Partner
|
By:
|
/s/ Glenn W. Welling
|
||||
Name:
|
Glenn W. Welling
|
||||
Title:
|
Managing Member and Chief Investment Officer
|
Engaged Capital I, LP
|
By:
|
Engaged Capital, LLC
General Partner
|
By:
|
/s/ Glenn W. Welling
|
||||
Name:
|
Glenn W. Welling
|
||||
Title:
|
Managing Member and Chief Investment Officer
|
Engaged Capital I Offshore, Ltd.
|
By:
|
/s/ Glenn W. Welling
|
|||
Name:
|
Glenn W. Welling
|
|||
Title:
|
Director
|
Engaged Capital II, LP
|
By:
|
Engaged Capital, LLC
General Partner
|
By:
|
/s/ Glenn W. Welling
|
||||
Name:
|
Glenn W. Welling
|
||||
Title:
|
Managing Member and Chief Investment Officer
|
Engaged Capital, LLC
|
By:
|
/s/ Glenn W. Welling
|
|||
Name:
|
Glenn W. Welling
|
|||
Title:
|
Managing Member and Chief Investment Officer
|
Engaged Capital Holdings, LLC
|
By:
|
/s/ Glenn W. Welling
|
|||
Name:
|
Glenn W. Welling
|
|||
Title:
|
Sole Member
|
|||
/s/ Glenn W. Welling
|
|
Glenn W. Welling
|
Voce Capital Management LLC
|
By:
|
Voce Capital LLC
Managing Member
|
By:
|
/s/ J. Daniel Plants
|
||||
Name:
|
J. Daniel Plants
|
||||
Title:
|
Managing Member
|
Voce Capital LLC
|
By:
|
/s/ J. Daniel Plants
|
|||
Name:
|
J. Daniel Plants
|
|||
Title:
|
Managing Member
|
/s/ J. Daniel Plants
|
|
J. Daniel Plants
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Glenn W. Welling
Director*
|
|||
Mark John Cook
Director
|
Company Director
|
3rd Floor, Harbour Centre
George Town, Grand Cayman
Cayman Islands
|
Australia
|
Mark Victor Murray
Director
|
Company Director
|
2F Landmark Square
64 Earth Close
Seven Mile Beach
Grand Cayman
Cayman Islands
|
United Kingdom & British Overseas Territory Citizen (Cayman Islands)
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Purchase of Common Stock
|
2,447
|
15.7782
|
05/16/2014
|
|
Purchase of Common Stock
|
5,120
|
16.0753
|
05/19/2014
|
|
Purchase of Common Stock
|
10,200
|
16.0108
|
05/20/2014
|
|
Purchase of Common Stock
|
10,181
|
16.0325
|
05/21/2014
|
|
Purchase of Common Stock
|
12,502
|
16.0471
|
05/22/2014
|
|
Purchase of Common Stock
|
4,240
|
16.2045
|
05/23/2014
|
|
Purchase of Common Stock
|
9,882
|
16.6694
|
05/27/2014
|
|
Purchase of Common Stock
|
4,356
|
16.7634
|
05/28/2014
|
|
Purchase of Common Stock
|
12,500
|
16.8505
|
05/29/2014
|
|
Purchase of Common Stock
|
13,500
|
16.9310
|
05/30/2014
|
|
Purchase of Common Stock
|
7,192
|
16.8762
|
06/02/2014
|
|
Purchase of Common Stock
|
1,718
|
16.9740
|
06/03/2014
|
|
Sale of Common Stock
|
(55,100)
|
16.9700
|
06/30/2014
|
Purchase of Common Stock
|
750
|
15.7782
|
05/16/2014
|
|
Purchase of Common Stock
|
4,700
|
16.0753
|
05/19/2014
|
|
Purchase of Common Stock
|
9,500
|
16.0108
|
05/20/2014
|
|
Purchase of Common Stock
|
7,500
|
16.0325
|
05/21/2014
|
|
Purchase of Common Stock
|
10,420
|
16.0471
|
05/22/2014
|
|
Purchase of Common Stock
|
4,269
|
16.2045
|
05/23/2014
|
|
Purchase of Common Stock
|
9,050
|
16.6694
|
05/27/2014
|
|
Purchase of Common Stock
|
4,450
|
16.7634
|
05/28/2014
|
|
Purchase of Common Stock
|
10,000
|
16.8505
|
05/29/2014
|
|
Purchase of Common Stock
|
11,500
|
16.9310
|
05/30/2014
|
|
Purchase of Common Stock
|
12,550
|
16.8762
|
06/02/2014
|
|
Purchase of Common Stock
|
1,473
|
16.9740
|
06/03/2014
|
|
Purchase of Common Stock
|
55,100
|
16.9700
|
06/30/2014
|
Purchase of Common Stock
|
28,129
|
16.9035
|
06/03/2014
|
|
Purchase of Common Stock
|
26,741
|
16.3771
|
06/04/2014
|
|
Purchase of Common Stock
|
3,800
|
16.3620
|
06/05/2014
|
|
Purchase of Common Stock
|
200
|
16.5000
|
06/16/2014
|
|
Purchase of Common Stock
|
350
|
16.5000
|
06/24/2014
|
|
Purchase of Common Stock
|
30,000
|
17.3862
|
07/01/2014
|
|
Purchase of Common Stock
|
30,000
|
17.6000
|
07/02/2014
|
|
Purchase of Common Stock
|
30,000
|
17.8006
|
07/03/2014
|
|
Purchase of Common Stock
|
30,000
|
17.6505
|
07/07/2014
|
|
Purchase of Common Stock
|
18,152
|
17.0178
|
07/08/2014
|
|
Purchase of Common Stock
|
12,000
|
17.0648
|
07/09/2014
|
|
Purchase of Common Stock
|
2,500
|
16.7867
|
07/10/2014
|
Engaged Capital Master Feeder I, LP
|
By:
|
Engaged Capital, LLC
General Partner
|
By:
|
/s/ Glenn W. Welling
|
||||
Name:
|
Glenn W. Welling
|
||||
Title:
|
Managing Member and Chief Investment Officer
|
Engaged Capital Master Feeder II, LP
|
By:
|
Engaged Capital, LLC
General Partner
|
||
By:
|
/s/ Glenn W. Welling
|
||
Name:
|
Glenn W. Welling
|
||
Title:
|
Managing Member and Chief Investment Officer
|
Engaged Capital I, LP
|
||||
By:
|
Engaged Capital, LLC
General Partner
|
|||
By:
|
/s/ Glenn W. Welling
|
|||
Name:
|
Glenn W. Welling
|
|||
Title:
|
Managing Member and Chief Investment Officer
|
Engaged Capital I Offshore, Ltd.
|
||||
By:
|
/s/ Glenn W. Welling
|
|||
Name:
|
Glenn W. Welling
|
|||
Title:
|
Director
|
Engaged Capital II, LP
|
||||
By:
|
Engaged Capital, LLC
General Partner
|
|||
By:
|
/s/ Glenn W. Welling
|
|||
Name:
|
Glenn W. Welling
|
|||
Title:
|
Managing Member and Chief Investment Officer
|
Engaed Capital, LLC
|
||||
By:
|
/s/ Glenn W. Welling
|
|||
Name:
|
Glenn W. Welling
|
|||
Title:
|
Managing Member and Chief Investment Officer
|
Engaged Capital Holdings, LLC
|
||||
By:
|
/s/ Glenn W. Welling
|
|||
Name:
|
Glenn W. Welling
|
|||
Title:
|
Sole Member
|
/s/ Glenn W. Welling
|
|
Glenn W. Welling
|
Voce Capital Management LLC
|
|||||
By:
|
Voce Capital LLC
Managing Member
|
By:
|
/s/ J. Daniel Plants | ||||
Name:
|
J. Daniel Plants
|
||||
Title:
|
Managing Member
|
Voce Capital LLC
|
||||
By:
|
/s/ J. Daniel Plants | |||
Name:
|
J. Daniel Plants
|
|||
Title:
|
Managing Member
|
/s/ J. Daniel Plants | |
J. Daniel Plants
|