Page 27 of 42 – SEC Filing
(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, Starboard C LP and Starboard Papa LLC have been formed for the purpose of investing
in securities and engaging in all related activities and transactions. The principal business of Starboard Leaders Fund is serving
as a private investment partnership. Starboard Value LP provides investment advisory and management services and acts as the investment
manager of Starboard V&O Fund, Starboard C LP, Starboard Papa LLC, Starboard Leaders Fund, 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. Starboard A LP serves as the general partner of Starboard Leaders Fund and the managing
member of Starboard Papa LLC. Starboard A GP serves as the general partner of Starboard A 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. The principal occupation of Ms. Cranston is serving as a director of various companies and non-profit organizations.
The principal occupation of Mr. Khazam is serving as an independent consultant through his consulting practice J. Khazam Consulting.
The principal occupation of Mr. Lacey is serving as a director of DSP Group, Inc. The principal occupation of Ms. Makov is serving
as a director of BioLight Life Sciences Ltd. The principal occupation of Mr. Olson is serving as an advisor to HomeUnion, Inc.
The principal occupation of Mr. Titinger is serving as the Principal and Founder of Titinger Consulting. The principal occupation
of Mr. Waters is serving as the President, Chief Executive Officer and member of the Board of Directors of Integrated Device Technology,
Inc.
(d) No
Reporting Person, nor any person listed on Schedule A to Schedule 13D, annexed thereto, 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 to the Schedule 13D, annexed thereto, 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) Ms.
Cranston and Messrs. Smith, Mitchell, Feld, Khazam, Lacey, Olson, Titinger and Waters are citizens of the United States of America.
Ms. Makov is a citizen of Israel. 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:
Starboard Value LP (together
with its affiliates, “Starboard”) continues to believe that the Issuer is a great company with a market leading technology
portfolio and product set, but that substantial change is needed given the prolonged underperformance of the Issuer and the growing
disparity between the Issuer’s margins, growth, and stock price performance compared to its peer group. While Starboard hopes
to continue the constructive dialogue it has had with the Issuer’s management team and Board regarding opportunities to unlock
value at the Issuer, including changes to Board composition, in light of the upcoming deadline for shareholder nominations, as
set by the Issuer, and in order to preserve its right as a shareholder, on January 17, 2018, Starboard V&O Fund delivered a
letter to the Issuer (the “Nomination Letter”) nominating a slate of nine highly qualified director candidates, Mary
B. Cranston, Peter A. Feld, Jonathan Khazam, Thomas Lacey, Efrat Makov, Jon A. Olson, Jeffrey C. Smith, Jorge L. Titinger and Gregory
Waters (collectively, the “Nominees”), for election to the Board at the Issuer’s 2018 annual general meeting
of shareholders (the “Annual Meeting”). Starboard carefully selected this highly qualified slate of Nominees who, as
evidenced by their biographies below, collectively bring decades of experience as CEOs, CFOs, COOs, senior executives, and directors
of well-performing technology companies in the United States, Israel, and around the world. Starboard has indicated that it is
still in the process of evaluating the degree of change that it believes is necessary on the Board, and that to the extent it seeks
the election of all nine directors, its present intention would be to expand the size of the Board and add back up to two incumbent
directors, should they be willing to serve, in order to ensure a degree of continuity, as well as to provide additional local market
presence and expertise.
Also, on January 17, 2018,
Starboard issued an open letter to the shareholders of the Issuer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
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