8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2018

SCRIPPS NETWORKS INTERACTIVE, INC.

(Exact name of Registrant as Specified in Its Charter)

Ohio	1-34004	61-1551890
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9721 Sherrill Boulevard Knoxville, Tennessee	37932
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (865) 694-2700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Introductory Note

On March 6, 2018, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 30, 2017, by and among Scripps Networks Interactive, Inc., an Ohio corporation (the “Company”), Discovery Communications, Inc., a Delaware corporation (“Discovery”), and Skylight Merger Sub, Inc., a direct wholly owned subsidiary of Discovery (“Merger Sub”), Merger Sub was merged with and into the Company (the “Merger”), with the Company as the surviving corporation in the Merger.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the Merger, on March 6, 2018, the Company terminated all commitments and repaid all amounts outstanding, as applicable, under that certain Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of March 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent for the Banks (as such term is defined in the Credit Agreement), the Banks and the agents from time to time party thereto.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 6, 2018, pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each Common Voting Share, par value $0.01 per share, of the Company (the “Common Voting Shares”) and each Class A Common Share, par value $0.01 per share, of the Company (the “Class A Shares”, and collectively with the Common Voting Shares, the “Shares”) issued and outstanding immediately prior to the Merger (other than Shares held by Discovery and Merger Sub) was converted into the right to receive $65.82 in cash (as a result of Discovery’s exercise of the cash top-up right), without interest, and 1.0584 shares of Discovery Series C common stock (“Series C Shares”) for each Share (the “Mixed Consideration”). The stock portion of the Mixed Consideration was calculated based on the Series C Shares’ volume weighted average price on the NASDAQ Global Select Market (“NASDAQ”) measured on a cumulative basis over the 15 trading days ending on (and including) the third trading day prior to the effective time of the Merger, subject to a two-way collar detailed in the Merger Agreement.

As previously disclosed, under the terms of the Merger Agreement, subject to the proration, allocation and other limitations set forth in the Merger Agreement and the election materials separately provided to the applicable shareholders, shareholders of the Company had the option to elect to receive, for each Share issued and outstanding immediately prior to the Merger (other than Shares held by Discovery and Merger Sub), (i) an amount in cash, without interest, based on the dollar value of the Mixed Consideration for each Share (the “Cash Consideration”), or (ii) a number of Series C Shares for each Share based on the dollar value of the Mixed Consideration (the “Stock Consideration” and, together with the Mixed Consideration and the Cash Consideration, the “Merger Consideration”).

The deadline for the Company’s registered shareholders to submit Merger Consideration elections was 5:00 p.m., New York City time, on March 2, 2018. Based on the preliminary results of the Merger Consideration elections provided by Computershare Trust Company, N.A., Discovery’s exchange agent, valid elections cash elections were made for approximately 16,802,694 Shares, valid stock elections were made for approximately 15,382,019 Shares and valid mixed elections were made for approximately 27,797,875 Shares. No fractional Series C Shares are being issued, and cash is being paid in lieu thereof.

As a result of the Merger, the Company became a wholly owned subsidiary of Discovery.

The description herein of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the Merger, on March 6, 2018, the Company notified NASDAQ of the consummation of the Merger and requested that the Shares, which traded under the symbol “SNI”, cease to be traded on NASDAQ and be delisted from NASDAQ effective on March 7, 2018. The Company also requested that NASDAQ file a notification of removal from listing of the Shares on Form 25 under Section 12(b) of the Securities and Exchange Act of 1934 (the “Exchange Act”) with the Securities and Exchange Commission (“SEC”).

Additionally, the Company intends to file with the SEC certifications on Form 15 under the Exchange Act to request deregistration of the Shares and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as soon as practicable.

The information set forth in Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.

Item 3.03. Material Modification to the Rights of Security Holders.

As a result of the Merger, each issued and outstanding Share was cancelled and each holder of Shares ceased to have any rights as a shareholder of the Company other than the right to receive the Merger Consideration as set forth in the Merger Agreement.

The information set forth in Item 2.01, 3.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

On March 6, 2018, a change in control of the Company occurred when Merger Sub merged with and into the Company, with the Company surviving the Merger as a direct, wholly owned subsidiary of Discovery.

The information set forth in Item 2.01 and 5.02 of this Current Report is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors or Certain Officers

Pursuant to the Merger Agreement, all of the directors of the Company prior to the effective time of the Merger ceased to be directors of the Company effective as of the effective time of the Merger. As of the effective time of the Merger, the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of the Company. The directors of Merger Sub immediately prior to the effective time of the Merger were David Zaslav, Gunnar Wiedenfels and Bruce Campbell.

In connection with the Merger, Kenneth Lowe resigned as President, Chairman and Chief Executive Officer of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On March 6, 2018, the Company filed with the Secretary of State of the State of Ohio the certificate of merger relating to the Merger. At the effective time of the Merger, the articles of incorporation and code of regulations of Merger Sub, as in effect immediately prior to the effective time of the Merger, became the articles of incorporation and code of regulations of the Company as the surviving corporation in the Merger, except that all references to Merger Sub were replaced with the name of the Company.

Copies of the Amended and Restated Articles of Incorporation and Amended and Restated Code of Regulations are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Report:

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of July 30, 2017 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2017).
3.1	Amended and Restated Articles of Incorporation
3.2	Amended and Restated Code of Regulations

Exhibit Index

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of July  30, 2017 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2017).
3.1	Amended and Restated Articles of Incorporation
3.2	Amended and Restated Code of Regulations

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SCRIPPS NETWORKS INTERACTIVE, INC.
Date: March 6, 2018	By:	/s/   Cynthia L. Gibson
		Cynthia L. Gibson
		Executive Vice President, Chief Legal and Business Affairs Officer

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

SCRIPPS NETWORKS INTERACTIVE, INC.

First:	The name of the Corporation is SCRIPPS NETWORKS INTERACTIVE, INC. (the “Corporation”).
Second:	Location of the Principal office in Ohio is in the City of Columbus in Franklin County.
Third:	The number of shares which the Corporation is authorized to have outstanding is 1,000, which shall be common shares, with par value of $0.01.
Fourth:	Directors’ Liability; Indemnification.
	A. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation (including a subsidiary of the Corporation) or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as such a director, officer, employee, trustee or agent, or in any other capacity while serving as such a director, officer, employee, trustee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized

by the Ohio Revised Code, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be such a director, officer, employee, trustee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Division B of this Article Fourth with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Division A shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Ohio Revised Code requires, an advancement of expenses incurred by an indemnitee in such indemnitee’s capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on

behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Division A or otherwise (hereinafter an “undertaking”).

B. Right of Indemnitee to Bring Suit. If a claim for indemnification pursuant to this Article FOURTH is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Ohio Revised Code. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such a suit that indemnification of the indemnitee is proper in the circumstances because the

indemnitee has met the applicable standard of conduct set forth in the Ohio Revised Code nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its shareholders) that the indemnitee has not met such applicable standard of conduct shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or entitled to such advancement of expenses under this Article FOURTH or otherwise shall be on the Corporation.

C. Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred in this Article FOURTH shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, certificate or articles of incorporation, regulation, bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

D. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee, trustee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Ohio Revised Code.

	E. Indemnity Contracts. The Corporation may enter into contracts from time to time with such of its directors, officers, agents or employees and providing for such indemnification, insurance, and advancement of expenses as the Board of Directors determines to be appropriate.
Fifth:	These Amended and Restated Articles of Incorporation supersede the Corporation’s existing articles of incorporation.

EX-3.2

Exhibit 3.2

AMENDED CODE OF REGULATIONS

OF

SCRIPPS NETWORKS INTERACTIVE, INC.

(the “Corporation”)

DATED: March 6, 2018

TABLE OF CONTENTS

		Page
ARTICLE I MEETINGS OF SHAREHOLDERS			1
Section 1.	Time and Place of Meetings		1
Section 2.	Annual Meeting		1
Section 3.	Special Meetings		1
Section 4.	Notice of Meetings		1
Section 5.	Quorum		1
Section 6.	Voting		2
ARTICLE II DIRECTORS			2
Section 1.	Powers		2
Section 2.	Number and Term of Office		2
Section 3.	Vacancies and New Directorships		3
Section 4.	Regular Meetings		3
Section 5.	Special Meetings		3
Section 6.	Quorum		3
Section 7.	Written Action		3
Section 8.	Participation in Meetings by Conference Telephone		3
Section 9.	Committees		3
Section 10.	Compensation		4
Section 11.	Rules		4
ARTICLE III NOTICES			4
Section 1.	Generally		4
Section 2.	Waivers		4
ARTICLE IV OFFICERS			5
Section 1.	Generally		5
Section 2.	Compensation		5
Section 3.	Succession		5

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TABLE OF CONTENTS

(Continued)

		Page
Section 4.	Authority and Duties		5
Section 5.	Execution of Documents and Action with Respect to Securities of Other Corporations		5
ARTICLE V SHARES			6
Section 1.	Certificates		6
Section 2.	Lost, Stolen or Destroyed Certificates		6
Section 3.	Record Date		6
ARTICLE VI GENERAL PROVISIONS			7
Section 1.	Fiscal Year		7
Section 2.	Corporate Seal		7
Section 3.	Reliance upon Books, Reports and Records		7
Section 4.	Time Periods		7
Section 5.	Dividends		8
ARTICLE VII AMENDMENTS			8
Section 1.	Amendments		8

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AMENDED CODE OF REGULATIONS

(this “Code”)

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders of the Corporation (the “Shareholders”) for the election of directors to serve as members of the board of directors of the Corporation (the “Board”) or for any other purpose (a “Shareholder Meeting”) shall be held at such time and place, within or without the State of Ohio, as may be designated by the Board, or by the Chairman of the Board, the President of the Corporation (the “President”) or the Secretary of the Corporation (the “Secretary”) in the absence of a designation by the Board, and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meeting. An annual Shareholder Meeting shall be held at such date and time as shall be designated from time to time by the Board, at which meeting the Shareholders shall elect by a plurality vote the directors to succeed those whose terms expire and shall transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special Shareholder Meetings, for any purpose or purposes, unless otherwise prescribed by law or by the Articles of Incorporation of the Corporation (the “Articles”), may be called by the Board, the Chairman of the Board, the President or persons who hold twenty-five per cent of all shares outstanding and entitled to vote at the meeting.

Section 4. Notice of Meetings. Written notice of every Shareholder Meeting, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than seven nor more than 60 days before the date of the meeting to each Shareholder entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 5. Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all Shareholder Meetings for the transaction of business except as otherwise provided by law or by the Articles. If, however, such quorum shall not be present or represented at any Shareholder Meeting, the Shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Section 6. Voting. Except as otherwise provided by law or by the Articles, each Shareholder shall be entitled at every Shareholder Meeting to one vote for each share having voting power standing in the name of such Shareholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary. A Shareholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary. The vote upon any question brought before a Shareholder Meeting may be by voice vote, unless the holders of a majority of the outstanding shares of all classes entitled to vote thereon present in person or by proxy at such meeting shall so determine. When a quorum is present at any meeting, the vote of the holders of a majority of the shares that have voting power present in person or represented by proxy shall decide any question properly brought before such meeting, unless the question is one upon which by express provision of law, the Articles or this Code, a different vote is required, in which case such express provision shall govern and control the decision of such question.

ARTICLE II

DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Articles directed or required to be exercised or done by the Shareholders.

Section 2. Number and Term of Office. The Board shall consist of one or more directors and shall be fixed by resolution of the Board or by the Shareholders at the annual meeting or a special meeting. The directors shall be elected at the annual Shareholder Meeting, except as provided in Article II, Section 3, and each director elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal, in each case except as required by law. The Board may, at its discretion, elect a Chairman of the Board from the directors currently in office by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the Chairman of the Board so elected shall hold office until the next annual Shareholder Meeting and until his/her successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by such decrease.

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Section 3. Vacancies and New Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual Shareholder Meetings may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual Shareholder Meeting and until their successors are elected and qualified, except as required by law.

Section 4. Regular Meetings. Regular meetings of the Board may be held without notice immediately after the annual Shareholder Meeting and at such other time and place as shall from time to time be determined by the Board.

Section 5. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board or the President on one day’s written notice to each director by whom such notice is not waived, given either personally or by mail or electronic transmission, and shall be called by the President or the Secretary in like manner and on like notice on the written request of any two directors.

Section 6. Quorum. At all meetings of the Board, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Written Action. Any action required or permitted to be taken at any meeting of the Board or of any committee designated by the Board (a “Committee”) may be taken without a meeting if all members of the Board or Committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the Board or Committee.

Section 8. Participation in Meetings by Conference Telephone. Members of the Board, or any Committee, may participate in a meeting of the Board, or any such Committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 9. Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more Committees, each Committee to consist of one or more of the directors and each to have such lawfully delegable powers and duties as the Board may confer. Each such Committee shall serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any Committee, who may replace any absent or

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disqualified member at any meeting of the Committee. Except as otherwise provided by law, any such Committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any Committee or Committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Unless otherwise prescribed by the Board, a majority of the members of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such Committee. Each Committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board, and shall keep a written record of all actions taken by it.

Section 10. Compensation. The Board may establish such compensation for, and reimbursement of the expenses of, directors for attendance at meetings of the Board or Committees, or for other services by directors to the Corporation, as the Board may determine.

Section 11. Rules. The Board may adopt such special rules and regulations for the conduct of their meetings and the management of the affairs of the Corporation as they may deem proper, not inconsistent with law or this code of regulations.

ARTICLE III

NOTICES

Section 1. Generally. Whenever by law or under the provisions of the Articles or this Code, notice is required to be given to any director or Shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or Shareholder, at such director’s or Shareholder’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile, by telephone or by a form of electronic transmission consented to by the Shareholder or director to whom the notice is given.

Section 2. Waivers. Whenever any notice is required to be given by law or under the provisions of the Articles or this Code, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to such notice, in each case whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE IV

OFFICERS

Section 1. Generally. The officers of the Corporation (the “Officers”) shall be elected by the Board and shall consist of the President, the Secretary and a treasurer of the Corporation (the “Treasurer”), and the Board may also elect individuals to such other offices as the Board deems desirable, including, without limitation, at the discretion of the Board, the election of a chief executive officer, a chief financial officer, a chief operating officer, one or more vice presidents, an assistant secretary and an assistant treasurer. Any number of offices may be held by the same person.

Section 2. Compensation. The compensation of all Officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board. The Board may delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

Section 3. Succession. The Officers shall hold office until their successors are elected and qualified or until such Officer’s earlier resignation or removal. Any Officer may be removed at any time by the affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the Board.

Section 4. Authority and Duties. Each of the Officers shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Board in a resolution which is not inconsistent with this Code.

Section 5. Execution of Documents and Action with Respect to Securities of Other Corporations. The President shall have and is hereby given, full power and authority, except as otherwise required by law or directed by the Board, (a) to execute, on behalf of the Corporation, all duly authorized contracts, agreements, deeds, conveyances or other obligations of the Corporation, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of shareholders, members, partners or other equity holders (or with respect to any action of such shareholders, members, partners or other equity holders) of any other corporation, limited liability company, partnership or other entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities. In addition, the President may delegate to other Officers, employees and agents of the Corporation the power and authority to take any action which the President is authorized to take under this Article IV, Section 5, with such limitations as the President may specify; such authority so delegated by the President shall not be re-delegated by the person to whom such execution authority has been delegated.

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ARTICLE V

SHARES

Section 1. Certificates. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board, subject to applicable legal requirements. Such certificates shall be numbered and their issuance recorded in the books of the Corporation, and such certificate shall exhibit the holder’s name and the number of shares and shall be signed by, or in the name of the Corporation by, the Chairman of the Board or the President or a vice-president and by the Secretary, an assistant secretary, the Treasurer, or an assistant treasurer of the Corporation. Any or all of the signatures upon such certificates may be facsimiles, engraved or printed.

Section 2. Lost, Stolen or Destroyed Certificates. The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of shares to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates the Secretary may require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate.

Section 3. Record Date. In order that the Corporation is able to determine the Shareholders entitled to notice of or to vote at any Shareholder Meeting or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If no record date is fixed by the Board, the record date for determining Shareholders entitled to notice of or to vote at a Shareholder Meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Shareholders of record entitled to notice of or to vote at a Shareholder Meeting shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(a) In order that the Corporation may determine the Shareholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining Shareholders entitled to consent to corporate action in writing

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without a meeting, when no prior action by the Board is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Ohio, its principal place of business, or an Officer or agent of the Corporation having custody of the book in which proceedings of Shareholder Meetings are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by law, the record date for determining Shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

(b) In order that the Corporation may determine the Shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the Shareholders entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining Shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by the Board.

Section 2. Corporate Seal. The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3. Reliance upon Books, Reports and Records. Each director, each member of a Committee and each Officer will, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Officers, Committees, or employees of the Corporation, or by any other person as to matters the director, Committee member or Officer reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Time Periods. In applying any provision of this Code which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

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Section 5. Dividends. The Board may from time to time declare and the Corporation may pay dividends upon its outstanding capital shares, in the manner and upon the terms and conditions provided by law and the Articles.

ARTICLE VII

AMENDMENTS

Section 1. Amendments. This Code may be altered, amended or repealed, or a new code of regulations may be adopted, by the Shareholders or by the Board.

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