Page 15 of 33 – SEC Filing
Each of the
foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the
Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP,
Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York,
New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand
Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business
addresses are set forth on Schedule A and are incorporated by reference in this Item 2.
(c) The
principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been
formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies
in order to enhance shareholder value. Starboard S LLC and Starboard C LP have been formed for the purpose of investing
in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory
and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP
Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of
investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The
principal business of Principal Co is providing investment advisory and management services. Principal Co is a member
of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general
partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP. Messrs. Smith, Mitchell and
Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management
Committee of Principal GP.
(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) Messrs.
Smith, Mitchell and Feld are citizens 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. |
The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP 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, as set forth in Schedule B, which is incorporated by reference herein. The
aggregate purchase price of the 3,408,288 Shares beneficially owned by Starboard V&O Fund is approximately $86,462,275, excluding
brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing
for the purchase of 1,900,000 Shares by Starboard V&O Fund is approximately $49,145,340, excluding brokerage commissions.
The aggregate purchase price of the 622,505 Shares beneficially owned by Starboard S LLC is approximately $15,827,663, excluding
brokerage commissions. The aggregate purchase price of the 347,899 Shares beneficially owned by Starboard C LP is approximately
$8,844,053, excluding brokerage commissions. The aggregate purchase price of the 821,308 Shares held in the Starboard Value LP
Account is approximately $20,881,500, excluding brokerage commissions.
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