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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On January 6, 2020, the board of directors (the “Board”) of the Company resolved to increase the size of the Board from nine to eleven directors and elected Ms. Pamela Corrie and Mr. Steven Panagos to serve as directors, effective immediately.
Ms. Corrie has been named as a member of the Compensation Committee of the Board. Mr. Panagos has been named as a member of the Compensation Committee and Audit Committee of the Board.
Pamela Corrie will serve as a director of the Company. Ms. Corrie served as a consultant to the Board from December 13, 2019 until her appointment to the Board. Ms. Corrie has served as a Managing Director at Carl Marx Advisors since February
2018, a restructuring attorney, and a business leader with over 25 years of experience in complex in-and-out of court restructurings. She has significant experience helping companies facing challenges associated with organizational and capital
structures, as well as market changes, to increase profitability. Ms. Corrie recently served as Chief Restructuring Officer of ABC Carpet and Home from June 2017 to May 2019. There she assisted in the business evaluation, refined and implemented a
transformative business plan that included the sale of substantial real estate assets, executed on the metamorphosis of the business into a smaller retail footprint, reinvigorated the company’s merchandising plan, and provided recommendations to
mitigate risks and maximize value. Previously, Ms. Corrie was the Managing Director/Chief Executive Officer of Epiq Systems, a provider of technology solutions to law firms and financial advisory firms advising distressed companies, from April 2015
to November 2016. There, she was tasked with reinvigorating the corporate restructuring division of the legal services company to facilitate its sale. Prior to her tenure at Epiq, Ms. Corrie was the General Counsel and Chief Legal Advisor to the Risk
organization at General Electric Capital Corporation, Americas Division (“GE Capital”) from 2003 to 2015. There she built and managed a team of attorneys providing legal advice on all facets of complex workouts, restructurings, bankruptcies and
litigations. Prior to joining GE Capital, Ms. Corrie worked in the corporate restructuring group at the law firm of Weil, Gotshal & Manges LLC from 1986 to 1997. Ms. Corrie’s practice focused on complex restructuring and bankruptcies, in which
capacity she represented debtors, large institutional creditors, and creditors’ committees. Ms. Corrie received a Bachelor of Science from Stanford University and a Juris Doctorate degree from the University of California at Los Angeles School of
Law. She is a member of the bars of New York, California and Connecticut.
Steven G. Panagos will serve as a director of the Company. Mr. Panagos served as a consultant to the Board from December 13, 2019 until his appointment to the Board. Mr. Panagos has served as a member of the board of trustees of SMTA (NYSE:SMTA)
since May 2018 which converted to a liquidating trust on January 1, 2020. Mr. Panagos continues to serve on the board of trustees of the SMTA Liquidating Trust. Mr. Panagos served as Managing Director and Vice Chairman of the Recapitalization &
Restructuring Group at Moelis & Company from April 2009 to June 2018, when he retired. Mr. Panagos has a long and distinguished career of leading complex bankruptcies and reorganizations for both companies and their creditors across a broad
spectrum of industries. To date, Mr. Panagos has restructured more than $100 billion worth of debt across more than 80 situations and has provided expert testimony regarding valuation and restructuring matters. Prior to joining Moelis & Company,
Mr. Panagos was the National Practice Leader of Kroll Zolfo Cooper’s Corporate Advisory & Restructuring Practice where, among other roles, he served as Interim Chief Executive Officer and Chief Restructuring Officer of Penn Traffic Supermarkets
(2003-2004); President and Chief Operating Officer of Krispy Kreme Doughnuts (2005-2006) and Chief Restructuring Officer and member of the special committee of the board of directors of Metromedia Fiber Network (2002-2003). Mr. Panagos received a
Bachelor of Science degree in Accounting and Finance from the University of Michigan. He was formerly a certified public accountant.
Ms. Corrie’s and Mr. Panagos’s compensation for service on the Board will be determined by the Board at a later date.
The Company will enter into a standard director indemnity agreement with Ms. Corrie and Mr. Panagos, a form of which was filed with the SEC as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2011.
The Company has determined that neither Ms. Corrie nor Mr. Panagos, nor any of their respective immediate family members has or had (nor does any propose to have) a direct or indirect material interest in any transaction in which the Company or
any of the Company’s subsidiaries was or is (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K. In addition, the Company has determined that there are no
family relationships between Ms. Corrie, Mr. Panagos and any current executive officer or director of the Company.