Page 20 of 28 – SEC Filing
| J. | Messrs. Smith, Mitchell and Feld |
| (a) | Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,704,582 Shares owned by Starboard V&O Fund, (ii) 228,603 Shares owned by Starboard S LLC, (iii) 130,301 Shares owned by Starboard C LP, and (iv) 305,614 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 9.8%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,369,100 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,369,100 |
| (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
Each Reporting Person, as a member of a
“group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Starboard V&O
Fund entered into forward contracts with Morgan Stanley as the counterparty on the dates referenced in Schedule B providing for
the purchase of an aggregate of 250,000 Shares having an aggregate purchase price of $13,599,230 (each a “Forward Contract”).
Each of the Forward Contracts has a final valuation date of June 4, 2020, however, Starboard V&O Fund has the ability to elect
early settlement after serving notice to Morgan Stanley of such intention at least two (2) scheduled trading days in advance of
the desired early final valuation date. Each of the Forward Contracts provides for physical settlement. Until the settlement date,
none of the Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts
relate.
On December 12, 2018,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated December 12, 2018. |
| 99.2 | Power of Attorney for Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated September 15, 2011. |
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