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(e) No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, 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) Messrs.
Smith, Mitchell, Feld, Kelly, Molinelli and Wiener and Ms. Adler are citizens of the United States of America. The citizenship
of the persons listed on Schedule A to the Schedule 13D is set forth therein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On February 12, 2018,
the Issuer filed a Form 8-K disclosing that the Issuer will hold its 2018 Annual Meeting of Stockholders (the “2018 Annual
Meeting”) on May 18, 2018, and that stockholders desiring to nominate a director or bring any other business before the 2018
Annual Meeting must notify the Issuer’s Secretary in writing prior to the close of business on February 22, 2018. On February
22, 2018, Starboard V&O Fund delivered a letter to the Issuer’s Secretary (the “Nomination Letter”) nominating
a slate of four highly qualified director candidates, Meredith Adler, Michael J. Kelly, Gavin T. Molinelli and Bryan Wiener (collectively,
the “Nominees”), for election to the Board at the 2018 Annual Meeting. The Reporting Persons believe that the Nominees
have the qualifications, experience and skill sets necessary to serve as directors of the Issuer, as evidenced by their bios below.
The Reporting Persons hope to continue to engage in constructive dialogue with the Issuer’s management team and the Board
regarding opportunities to unlock value at the Issuer, including changes to the composition of the Board.
Meredith Adler,
age 63, served as a Managing Director and Senior Equity Analyst, Research Division at Barclays Investment Bank, the investment
banking division of Barclays plc (NASDAQ: BCS), a multinational bank and financial services company (“Barclays”),
from September 2008 until her retirement in July 2016. In her role at Barclays, Ms. Adler followed a wide range of consumer-oriented
companies, including foodservice distributors, food and drug retailers, discounters, and healthy living retailers. Prior to Barclays,
she served as a Senior Equity Analyst and Managing Director at Lehman Brothers Holdings, Inc., a global financial services firm,
from 1996 until the company was acquired by Barclays in September 2008. Prior to becoming an Equity Analyst in mid-1996, Ms. Adler
spent 10 years as a High Yield Bond Analyst following companies in the retail, health care and consumer product sectors. She previously
held positions at Credit Suisse First Boston, formerly the investment banking division of Credit Suisse Group, L.F. Rothschild,
formerly a merchant and investment banking firm, and Chase Securities, which was later acquired by J.P. Morgan. Ms. Adler began
her career as a Commercial Lending Officer at Citibank and spent eight years in the commercial banking industry. She currently
serves on the Board of Directors of Performance Food Group Company (NYSE: PFGC), a distributor of a range of food products, a position
she has held since September 2016. Ms. Adler was ranked as the No. 1 Food and Drug Retailing Analyst in Institutional Investor’s
(II) annual poll of equity analysts for 14 years in a row (through 2015) and in 2011 she was entered into the II All-America Research
Hall of Fame. She was also ranked as one of the top high yield analysts four times in three different industries by II Fixed Income
survey. Ms. Adler is a former CFA charter holder. Ms. Adler received her M.B.A. from New York University Stern School of Business
and a B.A. from Boston University.
Michael J. Kelly,
age 60, is the Co-Founder of Kelly Newman Ventures, LLC, an advisory and investment firm, and has served as its Chief Executive
Officer since its formation in September 2016. Previously, he served as the President and Chief Executive Officer of The Weather
Channel Companies, a leading weather-focused media and technology company owned by a consortium made up of The Blackstone Group,
Bain Capital, and NBCUniversal, from July 2009 through January 2012. Prior to that, he served as the President of AOL Media Networks,
a division of Time Warner, Inc. (NYSE: TWX) (“Time Warner”), from 2004 to 2007, where he pioneered the media network
strategy through a number of successful acquisitions such as Advertising.com and Third Screen Media. From 2002 to 2004, Mr. Kelly
served as President of the Global Marketing group at Time Warner (f/k/a AOL Time Warner Inc. (formerly NYSE: AOL)) and from 2000
to 2002, as the Founder and Chief Executive Officer of American Town Network, LLC. He has also served as an advisor to numerous
investment firms, consultants and companies, including Veronis Suhler Stevenson. He currently serves on the Boards of Directors
of Quantcast Corporation, an American technology company that specializes in audience measurement and real-time advertising (since
January 2014), American Town Network, LLC, which operates AmericanTowns.com that provides an environment on the Web for community
members to find information about their local city, town, and neighborhood (since April 2000), and Dianomi, a content marketing
company of which he is non-executive Chairman (since February 2018). He also currently serves on the Board of Advisors of Celtra
Inc., a mobile advertising company (since March 2012). Previously, Mr. Kelly served on the Boards of Directors of Bankrate, Inc.
(formerly NYSE: RATE), an online publisher, aggregator, and distributor of personal finance content, from June 2012 until the company
was sold in September 2017 and MediaMind, a digital media services company, from February 2008 to July 2011. He also previously
served as Chairman of the Boards of Directors of ColSpace Corporation, an operator of a cloud-based platform that allows users
to access advertising data in real-time, from October 2012 until the company was sold in May 2016 and Unruly Group Limited, an
operator of an online platform for social video advertising, from June 2012 until the company was sold in September 2015. Mr. Kelly
is also currently on the Board of the American Advertising Federation and the Board of Councilors of the Carter Center in Atlanta.
He is also a founding member of The Kelly Gang. He graduated from the University of Illinois at Urbana-Champaign with a B.A. in
Political Science.
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