Current Report 8k Sec (Page 15 of 22) in pdf

Item 5.02 Departure of Directors or Certain Ofﬁ cers; Election of Directors; Appointment of Certain Ofﬁ cers; Compensatory

Arrangements of Certain Ofﬁ cers.

(a)(1) If a director has resigned or refuses to stand for re-election to the board of directors since the date of the last annual meeting

of shareholders because of a disagreement with the registrant, known to an executive ofﬁ cer of the registrant, as deﬁ ned in 17 CFR

240.3b-7, on any matter relating to the registrant’s operations, policies or practices, or if a director has been removed for cause from the

board of directors, disclose the following information:

(i) the date of such resignation, refusal to stand for re-election or removal;

(ii) any positions held by the director on any committee of the board of directors at the time of the director’s resignation, refusal to

stand for re-election or removal; and

(iii) a brief description of the circumstances representing the disagreement that the registrant believes caused, in whole or in part,

the director’s resignation, refusal to stand for re-election or removal.

(2) If the director has furnished the registrant with any written correspondence concerning the circumstances surrounding his or

her resignation, refusal or removal, the registrant shall ﬁ le a copy of the document as an exhibit to the report on Form 8-K.

(3) The registrant also must:

(i) provide the director with a copy of the disclosures it is making in response to this Item 5.02 no later than the day the registrant

ﬁ le the disclosures with the Commission;

(ii) provide the director with the opportunity to furnish the registrant as promptly as possible with a letter addressed to the registrant

stating whether he or she agrees with the statements made by the registrant in response to this Item 5.02 and, if not, stating the respects

in which he or she does not agree; and

(iii) ﬁ le any letter received by the registrant from the director with the Commission as an exhibit by an amendment to the previously

ﬁ led Form 8-K within two business days after receipt by the registrant.

(b) If the registrant’s principal executive ofﬁ cer, president, principal ﬁ nancial ofﬁ cer, principal accounting ofﬁ cer, principal operating

ofﬁ cer, or any person performing similar functions, or any named executive ofﬁ cer, retires, resigns or is terminated from that position,

or if a director retires, resigns, is removed, or refuses to stand for re-election (except in circumstances described in paragraph (a) of this

Item 5.02), disclose the fact that the event has occurred and the date of the event.

(c) If the registrant appoints a new principal executive ofﬁ cer, president, principal ﬁ nancial ofﬁ cer, principal accounting ofﬁ cer,

principal operating ofﬁ cer, or person performing similar functions, disclose the following information with respect to the newly appointed

ofﬁ cer:

(1) the name and position of the newly appointed ofﬁ cer and the date of the appointment;

(2) the information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K (17 CFR 229.401(b), (d), (e) and 229.404(a));

and

(3) a brief description of any material plan, contract or arrangement (whether or not written) to which a covered ofﬁ cer is a party or

in which he or she participates that is entered into or material amendment in connection with the triggering event or any grant or award

to any such covered person or modiﬁ cation thereto, under any such plan, contract or arrangement in connection with any such event.

Instruction to paragraph (c).

If the registrant intends to make a public announcement of the appointment other than by means of a report on Form 8-K, the registrant

may delay ﬁ ling the Form 8-K containing the disclosures required by this Item 5.02(c) until the day on which the registrant otherwise

makes public announcement of the appointment of such ofﬁ cer.

(d) If the registrant elects a new director, except by a vote of security holders at an annual meeting or special meeting convened for

such purpose, disclose the following information:

(1) the name of the newly elected director and the date of election;

(2) a brief description of any arrangement or understanding between the new director and any other persons, naming such persons,

Current Report 8k Sec Page 15