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of Engaged Capital Flagship Master. Engaged Capital is a registered investment advisor and serves as the investment adviser to each of Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Fund, Engaged Capital Offshore and the Engaged Capital Account. Engaged Capital is also the general partner of each of Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B and Engaged Capital Fund. Engaged Holdings serves as the managing member of Engaged Capital. Mr. Welling is the Founder and CIO of Engaged Capital, the sole member of Engaged Holdings and a director
of Engaged Capital Offshore.
(d) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any
person listed on Schedule A, annexed hereto, has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Engaged Capital Flagship Master and Engaged Capital Offshore are organized under the laws of the Cayman Islands. Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Fund, Engaged Capital and Engaged Holdings are organized under the laws of the State of Delaware. Mr. Welling is a citizen of the United States of America. The citizenship of the
persons listed on Schedule A is set forth therein.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The Shares purchased by Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A and Engaged Capital Co-Invest VI-B and held in the Engaged Capital Account were
purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule B to this Schedule 13D or elsewhere
disclosed in this Schedule 13D, as amended. The aggregate purchase price of the 1,382,115 Shares owned by Engaged Capital Flagship Master was approximately $48,669,154, including brokerage commissions. The aggregate purchase price of the
2,117,002 Shares owned by Engaged Capital Co-Invest VI was approximately $76,581,198, including brokerage commissions. The aggregate purchase price of the 4,412,690 Shares owned by Engaged Capital Co-Invest VI-A was approximately $149,343,062, including brokerage commissions. The aggregate purchase price of the 2,322,405 Shares owned by Engaged Capital Co-Invest VI-B was approximately $79,657,919, including brokerage commissions. The aggregate purchase price of the 119,487 Shares held in the Engaged Capital Account was
approximately $4,283,393, including brokerage commissions.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
On September 27, 2017, Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged
Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Fund, Engaged
Capital Offshore, Engaged Capital, Engaged Holdings, and Mr. Welling (collectively, the Engaged Group) and the Issuer entered into a cooperation agreement (the Cooperation Agreement). Pursuant to
the terms of the Cooperation Agreement, as promptly as practicable following the date of the Cooperation Agreement but in no event later the Issuers filing of the proxy statement relating to the Issuers combined 2016 and 2017 annual
meeting of stockholders (the 2016/17 Annual Meeting), the parties agreed that the Issuer will: (i) set the size of the Board at 14 members, (ii) appoint Glenn W. Welling, Shervin J. Korangy and Dr. Celeste A Clark
(collectively, the New Nominees) as directors, and (iii) appoint Dawn Zier, Jack Sinclair and Dean Hollis (together with the New Nominees, the Initial Nominees) as directors, with each such Initial Nominee having a term
expiring at the 2016/17 Annual Meeting. In
