On June 19, 2019, the Board appointed each of Richard J. Barry and James L. Bierman as Class III directors. Also, on June 19, 2019, Mr. Newton and Mr. Bierman were appointed to the Audit Committee of the Board; Mr. Barry was appointed to the Compensation Committee of the Board; M. Kathleen Behrens Wilsey was appointed to the Ethics and Compliance Committee of the Board; and Charles R. Evans was appointed to the Nominating and Corporate Governance Committee of the Board. The information regarding Messrs. Barry and Bierman required by Item 5.02(d) of Form 8-K is incorporated herein by reference to the disclosure set forth in Item 1.01 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 30, 2019 (the “May 30, 2019 Form 8-K”).

On June 17, 2019, the Company held the 2018 Annual Meeting. There were three proposals acted upon at the 2018 Annual Meeting: (1) the election of three Class II directors, (2) a proposal to amend the Company’s Amended and Restated Bylaws (the “Bylaws”) to require the Board to hold a meeting on August 19, 2019 for the election of three Class III directors and (3) a proposal to repeal any amendments to the Bylaws adopted by the Board subsequent to October 3, 2018 and prior to August 19, 2019. All three of the Company’s nominees for director—M. Kathleen Behrens Wilsey, K. Todd Newton and Timothy R. Wright—were elected as Class II directors under Proposal 1. Neither of the other proposals was approved by the Company’s shareholders.

The information required by Item 5.07(c) of Form 8-K is incorporated herein by reference to the disclosure set forth in Item 1.01 of the May 30, 2019 Form 8-K. to the Cooperation Agreement disclosed in Item 1.01 of the May 30, 2019 Form 8-K, the Company has agreed to reimburse Prescience (as defined in the May 30, 2019 Form 8-K) for its reasonable out-of-pocket fees and expenses (including legal expenses) incurred in connection with matters related to the 2018 Annual Meeting, in an amount not to exceed $500,000 in the aggregate. Prescience has advised the Company that such fees and expenses exceeded $500,000. As a result, the Company anticipates that it will be obligated to reimburse the full $500,000.

At the close of business on May 9, 2019, the record date for the determination of shareholders entitled to vote at the 2018 Annual Meeting, there were 110,753,620 shares of Company common stock outstanding. At the 2018 Annual Meeting, 83,561,234 shares of Company common stock (i.e., over 75% of those entitled to vote at the 2018 Annual Meeting) were represented in person or by proxy. Set forth below is information regarding the votes cast for each proposal:

Proposal 1: Election of Three Class II Directors.

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