Page 15 of 22 – SEC Filing
The following constitutes
Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
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 4,038,987 Shares beneficially owned by Starboard V&O Fund is approximately $59,544,804, excluding
brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for
the purchase of 194,730 Shares by Starboard V&O Fund is approximately $3,504,653, excluding commissions. The aggregate purchase
price of the 499,512 Shares beneficially owned by Starboard S LLC is approximately $7,475,429, excluding brokerage commissions.
The aggregate purchase price of the 277,452 Shares beneficially owned by Starboard C LP is approximately $4,112,557, excluding
brokerage commissions. The aggregate purchase price of the 479,319 Shares held in the Starboard Value LP Account is approximately
$7,168,166, excluding brokerage commissions. The 4,065 Shares beneficially owned by Mr. Molinelli represent shares underlying stock
options exercisable within sixty days hereof that were granted to Mr. Molinelli by the Issuer in his capacity as a director of
the Issuer.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby
amended to add the following:
On July 14, 2017,
Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into Amendment No. 1 (the “Amendment”)
to the Cooperation and Support Agreement with the Issuer, dated March 28, 2017 (the “Cooperation Agreement”), pursuant
to which the Issuer and Starboard agreed that (i) the size of the Issuer’s Board of Directors (the “Board”) shall
be set at seven (7) directors effective immediately prior to the commencement of the Issuer’s 2017 Annual Meeting of Shareholders
(the “2017 Annual Meeting”) and (ii) the Issuer’s slate of nominees for election to the Board at the 2017 Annual
Meeting shall consist of the following seven directors: Karen Dawes, James Fogarty, Arthur Higgins, Louis Lavigne, William McKee,
Peter Staple and James Tyree.
The Amendment also
provides that following the 2017 Annual Meeting, Gavin T. Molinelli shall have the right to serve as an observer to the Board until
expiration of the Period (as defined in the Cooperation Agreement), which is the date that is fifteen (15) business days prior
to the deadline for the submission of shareholder nominations for the Issuer’s 2018 Annual Meeting of Shareholders.
In accordance with
Section 1(a)(iv) of the Cooperation Agreement and as further provided under the Amendment, so long as Starboard beneficially owns
in the aggregate at least the lesser of (i) three percent (3.0%) of the Issuer’s then outstanding Shares and (ii) 1,862,986
Shares as of the date that Mr. Molinelli no longer serves as a director of the Company, Starboard has the ability to recommend
a substitute person to serve on the Board in place of Mr. Molinelli and the Issuer shall take whatever actions may be required
in connection with any such replacement director, including by increasing the size of the Board, if necessary.
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