SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2016

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14.  SUBSEQUENT EVENTS

On May 26, 2016 Starboard Value LP, together with its affiliates (Starboard), requested the Company’s Board of Directors to fix a record date to allow Starboard to call a special meeting of shareholders for the purpose of removing and replacing the Company’s entire Board of Directors with designees identified by Starboard (the Special Meeting). On June 23, 2016, the Company announced that, in response to such second record date request by Starboard, the Board of Directors set a record date of August 19, 2016 (the Record Date) to determine shareholders entitled to request a special meeting to remove and replace the Board of Directors. On September 16, 2016, Starboard delivered to the Company a written request calling for a special meeting of the Company’s shareholders to be held on Tuesday, November 15, 2016. The request was signed on behalf of holders of 14% of our outstanding shares as of the Record Date, including Starboard’s ownership interest of approximately 9.9%.  

On October 17, 2016, the Company and Starboard entered into a settlement agreement pursuant to which, among other things, (i) three independent directors appointed by Starboard joined the Board of Directors, (ii) the Company amended its bylaws to move the window for shareholders to make nominations for directors, and bring other shareholder proposals before, the 2017 annual meeting of shareholders to March 15, 2017 through April 15, 2017 and (iii) Starboard agreed to withdraw its request for the Special Meeting scheduled to be held on November 15, 2016.