Insider Trading Arrangements - Jeffrey Smith

3 Months Ended

Jun. 30, 2023

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

On June 15, 2023, Starboard Value LP (“Starboard”), of which Jeffrey Smith, a member of the Company’s board of directors, is Chief Executive Officer and a Managing Member, entered into a Rule 10b5-1 Selling Plan (the “10b5-1 Plan”) on behalf of certain funds and accounts it manages. The 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The 10b5-1 Plan provides solely for the sale of any common shares of the Company that Starboard may receive in the future in satisfaction of dividend payments on the Company’s Series A Senior Preferred Shares held by Starboard. The Company has no current plans to pay dividends on the Series A Preferred Shares in the form of common shares.

The 10b5-1 Plan will be in effect for a term of ten years, unless terminated earlier upon (i) the sale of all of the Company’s common shares received by Starboard in satisfaction of dividend payments on the Company’s Series A Senior Preferred Shares held by Starboard; (ii) the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, or the taking of any corporate action by Starboard to authorize or commence any of the foregoing; (iii) the public announcement of a tender or exchange offer for the Company’s common shares or of a merger, acquisition, recapitalization or other similar business combination or transaction as a result of which the Company’s common shares would be exchanged for or converted into cash, securities or other property; or (iv) written notice that Starboard has terminated the 10b5-1 Plan.

Name

Jeffrey Smith

Title

board of directors

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

Jun. 15, 2023

Arrangement Duration

10 years