Document

0001518715-18-000028.txt : 20180125 0001518715-18-000028.hdr.sgml : 20180125 20180125160448 ACCESSION NUMBER: 0001518715-18-000028 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20180125 DATE AS OF CHANGE: 20180125 EFFECTIVENESS DATE: 20180125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HomeStreet, Inc. CENTRAL INDEX KEY: 0001518715 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 910186600 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35424 FILM NUMBER: 18548315 BUSINESS ADDRESS: STREET 1: 2000 TWO UNION SQUARE STREET 2: 601 UNION STREET, STE. 2000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-623-3050 MAIL ADDRESS: STREET 1: 2000 TWO UNION SQUARE STREET 2: 601 UNION STREET, STE. 2000 CITY: SEATTLE STATE: WA ZIP: 98101 DEFA14A 1 january228-k.htm 8-K Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 22, 2018

HOMESTREET, INC.

(Exact name of registrant as specified in its charter)




Washington	001-35424	91-0186600
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

601 Union Street, Ste. 2000, Seattle, WA 98101

(Address of principal executive offices) (Zip Code)

(206) 623-3050

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



[X]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[ ]	Emerging growth Company

[ ]	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12(a) of the Exchange Act.



Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Director

Timothy R. Chrisman has resigned as a member of the Board of Directors of HomeStreet, Inc. (“HomeStreet” or the “Company”) and its wholly owned subsidiary HomeStreet Bank, effective immediately. Mr. Chrisman resigned for personal reasons. His resignation is not the result of any disagreement with HomeStreet or HomeStreet’s management.

Appointment of New Director

The Company’s Board of Directors, upon the recommendation of the Human Resources and Corporate Governance Committee (the “HRCG”), has appointed Mark R. Patterson to serve as a new director of the Boards of Directors of HomeStreet and HomeStreet Bank, effective immediately. Mr. Patterson has also been named to the Company's Enterprise Risk Management Committee and HomeStreet Bank's Finance Committee.

Mr. Patterson served as Managing Director and Equity Analyst of NWQ Investment Management Co., LLC ("NWQ") from 1997 until his retirement in 2014. He conducted fundamental research and valuation analysis of public companies within the financial services sector. Prior to joining NWQ, Mr. Patterson was at U.S. Bancorp from 1989 to 1997, including serving as Vice President, Investor Relations, where he was a primary contact between the bank holding company and the investment community. In that role he also performed detailed valuation and capital planning financial analysis that informed the company’s strategic direction. Prior to that position, Mr. Patterson served as a financial analyst in the bank’s Financial Consulting Division/Planning & Forecasting Department. He is a Chartered Financial Analyst and holds an M.B.A. from The Anderson School at UCLA and a B.S. in Business & Mathematics from Linfield College. Mr. Patterson currently serves on the Board of Trustees of Linfield College, where he is a member of the Financial Affairs and Executive Committees and Chair of the Investment Committee. Mr. Patterson was a director of FBR & Co. from 2015 until the company’s sale in 2017, serving on its audit and compensation committees.

Mr. Patterson’s education and financial experience make him qualified to serve as an “audit committee financial expert” under applicable Securities and Exchange Commission ("SEC") regulations. Mr. Patterson is also a banking industry expert and his service and experience on a public company board was also considered important by the HRCG in its evaluation. Mr. Patterson personally holds 90,000 shares of HomeStreet common stock.

The HRCG recommended Mr. Patterson’s appointment as part of its ongoing assessment of its board composition and refreshment, following a thorough assessment of his background and qualifications. Mr. Patterson offers a perspective of a sophisticated, long-term investor with industry expertise that will prove valuable to the Board’s decision-making process.

Mr. Patterson was not appointed as a director pursuant to any arrangement or understanding with any person, and is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.



Item 8.01	Other Events

Director Search Announcement

On January 25, 2018, the Company issued a press release related to the resignation of Mr. Chrisman and the appointment of Mr. Patterson. For more information, please see the press release attached to this Current Report on Form 8-K as Exhibit 99.1

Important Additional Information

HomeStreet, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with the Company’s 2018 Annual Meeting of Shareholders. The Company intends to file a proxy statement and white proxy card with the SEC in connection with any such solicitation of proxies from the Company’s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY

BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Exhibit 99.2 contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company's securities. In the event that holdings of the Company's securities change from the amounts printed in 99.2 , such changes will be set forth in SEC filings on Forms 3, 4 and 5, which can be found through the Company’s website at www.homestreet.com in the section “Investor Relations” or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including the Company’s definitive proxy statement for the 2017 Annual Meeting of Shareholders and its Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s definitive proxy statement and other materials to be filed with the SEC in connection with the 2018 Annual Meeting of Shareholders. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at www.homestreet.com in the section “Investor Relations.”

Forward-Looking Statements

This Current Report, as well as other information provided from time to time by HomeStreet or its employees, may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Forward-looking statements give the Company's current beliefs, expectations and intentions regarding future events. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” and similar expressions (including the negative of these terms). These forward-looking statements involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Although we believe that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The Company intends these forward-looking statements to speak only at the time of this Current Report and the Company does not undertake to update or revise these statements as more information becomes available, except as required under federal securities laws and the rules and regulations of the SEC. Please refer to the risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and subsequent annual, periodic and current reports filed with the SEC (each of which can be found at the SEC’s website www.sec.gov), as well as other factors described from time to time in the Company’s filings with the SEC. Any forward-looking statement made by the Company in this Current Report speaks only as of the date on which it is made.



Item 9.01	Financial Statements and Exhibits

(d) Exhibits.



Exhibit 99.1	HomeStreet, Inc. Press Release dated January 25, 2018
Exhibit 99.2	Securities Holdings of Directors and Officers

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 25, 2018.

HomeStreet, Inc.

By: /s/ Godfrey B. Evans

Godfrey B. Evans

Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

EX-99.1 2 exhibit991.htm HOMESTREET INC. PRESS RELEASE DATED JANUARY 25, 2018 Exhibit

HomeStreet Appoints Mark R. Patterson to Board of Directors

Mr. Patterson brings deep institutional investor and banking sector experience to the Board

SEATTLE - (January 25, 2018) - HomeStreet, Inc. (Nasdaq:HMST) (the “Company” or “HomeStreet”), the parent company of HomeStreet Bank (the “Bank”), today announced that it has appointed Mark R. Patterson to the board of directors (the “Board”) of the Company and the board of directors of the Bank. Mr. Patterson previously served as Managing Director and Equity Analyst of NWQ Investment Management Co., LLC, from 1997 until his retirement in 2014, where he oversaw NWQ’s financial services sector investments. He was also a director of FBR & Co. from 2015 until the company’s sale in 2017, serving on its audit and compensation committees.

The Human Resources and Corporate Governance Committee (the “HRCG”) of the Board recommended Mr. Patterson’s appointment as part of its ongoing assessment of the Board’s composition and refreshment goals, following a thorough assessment of his background and qualifications.

“Mark will bring to our Board the perspective of a sophisticated institutional investor, as well as significant banking sector experience,” said Scott M. Boggs, Lead Independent Director of HomeStreet. “We have known Mark for years and have previously had discussions with him about the Company’s strategy and board composition. As we engaged with Mark, it became clear that his unique combination of investing and sector expertise - in addition to his experience having served on the board of a public financial services company - made him an ideal fit as we execute our strategy.”

“I am happy to be joining the Board of a company whose business I’ve come to know well and admire over the years - both currently as a substantial individual shareholder, and previously as an institutional manager overseeing significant investments in HomeStreet,” said Mark R. Patterson. “I look forward to bringing this perspective to the Company’s capable board and management team and helping them maximize the potential of HomeStreet.”

HomeStreet also announced today that the HRCG has initiated a public search for an additional qualified candidate for the Board who meets the stated diversity goals of the Company set out in the Company’s Principles of Corporate Governance.

Prior to joining NWQ, Mr. Patterson was at U.S. Bancorp from 1989 to 1997, serving in a variety of roles including as Vice President, Investor Relations, where he was a primary contact between the company and the investment community. In that role, Mr. Patterson was significantly involved in U.S. Bancorp’s strategic direction through his capital planning and valuation analysis. Mr. Patterson is a Chartered Financial Analyst and holds an M.B.A. from The Anderson School at UCLA and a B.S. in Business & Mathematics from Linfield College. He currently serves on the Board of Trustees of Linfield College, where he is a member of the Financial Affairs and Executive Committees and Chair of the Investment Committee.

Mr. Patterson has also been named to the Enterprise Risk Management Committee of the Company and Finance Committee of HomeStreet Bank.

Mr. Patterson was appointed to a board seat vacated by Timothy R. Chrisman, who resigned from the Board of HomeStreet and HomeStreet Bank. Mr. Chrisman assured his continued support for the Company in the future. “Tim has been a valuable Board member and we appreciate all his contributions during his tenure,” said Doug Smith, the chairman of the Company’s Human Resources and Corporate Governance Committee. “We wish him all the best in his future endeavors.”

About HomeStreet, Inc.

HomeStreet, Inc. (Nasdaq:HMST) is a diversified financial services company headquartered in Seattle, Washington, serving consumers and businesses in the Western United States and Hawaii through its various operating subsidiaries. The company operates two primary business segments: Mortgage Banking, which originates and purchases single family residential mortgage loans, primarily for sale into secondary markets; and Commercial & Consumer Banking, including commercial real estate, commercial lending, residential construction lending, retail banking, private banking, investment, and insurance services. Its principal subsidiaries are HomeStreet Bank and HomeStreet Capital Corporation. Certain information about our business can be found on our investor relations web site, located at http://ir.homestreet.com.

HomeStreet, Inc.

Investor Relations:

Gerhard Erdelji, 206-515-4039

gerhard.erdelji@homestreet.com

Media Relations:

Michael Brandt, 206-876-5506

Michael.brandt@homestreet.com

Sloane & Company

Dan Zacchei / Joe Germani

212-486-9500

dzacchei@sloanepr.com / jgermani@sloanepr.com

Important Additional Information

HomeStreet, Inc. (“HMST” or the “Company”), its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with the Company’s 2018 annual meeting of shareholders. The Company intends to file a proxy statement and white proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from the Company’s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Exhibit 99.2 of the Company's Current Report on Form 8-K filed with the SEC on January 25, 2018 ("Exhibit 99.2") contains information regarding the direct and indirect interest, by securities holdings or otherwise, of the Company’s directors and executive officers in the Company's securities. In the event that the holdings of the Company's securities change from the amounts provided in Exhibit 99.2, such changes will be set forth in SEC filings on Forms 3, 4 and 5, which can be found through the Company’s website at www.homestreet.com in the section “Investor Relations” or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including the Company’s definitive proxy statement for the 2017 annual meeting of shareholders and its Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s definitive proxy statement and other materials to be filed with the SEC in connection with the 2018 annual meeting of shareholders. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at www.homestreet.com in the section “Investor Relations.”

Forward Looking Statements

This release, as well as other information provided from time to time by HomeStreet or its employees, may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Forward-looking statements give the Company's current beliefs, expectations and intentions regarding future events. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” and similar expressions (including the negative of these terms). These forward-looking statements involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Although we believe that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The Company intends these forward-looking statements to speak only at the time of this release and the Company does not undertake to update or revise these statements as more information becomes available, except as required under federal securities laws and the rules and regulations of the SEC. Please refer to the risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and subsequent annual, periodic and current reports filed with the SEC (each of which can be found at the SEC’s website www.sec.gov), as well as other factors described from time to time in the Company’s filings with the SEC. Any forward-looking statement made by the Company in this release speaks only as of the date on which it is made.

EX-99..2 3 exhibit992.htm SECURITIES HOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS Exhibit

Exhibit 99.2

SECURITY HOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the beneficial ownership of the common stock of HomeStreet, Inc. (the “Company”) as of January 25, 2018 by each director, including director nominees, and the executive officers of the Company.



Name of Beneficial Owner	Shares Beneficially Owned¹	Percentage of Shares Beneficially Owned
Darrell van Amen, Executive Vice President, Chief Investment Officer & Treasurer²	149,062.702	*
Richard W.H. Bennion, Executive Vice President³	72,289.455	*
Scott M. Boggs, Lead Independent Director⁴	18,971.4	*
Rose Marie David, Senior Executive Vice President & Mortgage Lending Director (HomeStreet Bank)⁵	23,442	*
David A. Ederer, Director⁶	38,601.6	*
William D. Endresen, Executive Vice President, Commercial Real Estate and Commercial Capital President (HomeStreet Bank)⁷	7,324.469	*
Godfrey B. Evans, Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary⁸	142,909	*
Troy Harper, Executive Vice President, Chief Information Officer⁹	703	*
Victor H. Indiek, Director¹⁰	9,543.567	*
Jay C. Iseman, Executive Vice President, Chief Risk Officer and Chief Credit Officer¹¹	146,372	*
Thomas E. King, Director¹²	17,255	*
George “Judd” Kirk, Director¹³	16,508.4	*
Paulette Lemon, Executive Vice President, Retail Banking Director (HomeStreet Bank)¹⁴	14,022.432	*
Mark K. Mason, Chairman, President & Chief Executive Officer¹⁵	150,450	*
Mark R. Patterson, Director¹⁶	90,000	*
Mark R. Ruh, Executive Vice President, Chief Financial Officer¹⁷	2,557	*
Edward Schultz, Executive Vice President, Director of Commercial Banking (HomeStreet Bank)¹⁸	5,439	*
Douglas I. Smith, Director¹⁹	66,113	*
David H. Straus, Senior Executive Vice President, Commercial Banking (HomeStreet Bank)²⁰	14,281	*
Pamela J. Taylor, Executive Vice President, Human Resources Director²¹	49,554.194	*
Mary L. Vincent, Executive Vice President, Chief Risk Officer²²	40,048.956	*
Donald R. Voss, Director²³	7,035	*

* Less than 1%


1	Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number and percentage of shares of the Company’s common stock beneficially owned by a person, shares of the Company’s common stock

subject to outstanding restricted stock, restricted stock units (“RSUs”) that are scheduled to vest within 60 days of January 25, 2018, the target amount of performance stock units ("PSUs") that are expected to vest within 60 days of January 25, 2018, and options held by that person that are currently exercisable or exercisable within 60 days of January 25, 2018 are deemed outstanding for computing the percentage ownership of the person holding such restricted stock, RSUs, PSUs and options but are not deemed to be outstanding for purposes of computing the percentage for any other person. As of January 25, 2017, a total of 26,892,122.6 shares of the Company’s common stock were issued and outstanding. The inclusion of any shares as deemed beneficially owned does not constitute an admission of beneficial ownership by the named shareholder. Unless otherwise indicated, we believe that each of the shareholders listed has sole voting and investment power with respect to their beneficially owned shares of our common stock.

Includes (i) 2,286.702 shares owned indirectly through the Company’s 401(k) Savings Plan, over which Mr. Amen has voting control, (ii) 54,760 shares issuable on exercise of fully vested options, (iii) 903 shares to be issued on January 29, 2018 upon the partial vesting of RSUs granted on January 29, 2015, (iv) 1,004 shares to be issued on January 28, 2018 upon the partial vesting of RSUs granted on January 28, 2016, (v) 821 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017 and (vi) 2,709 shares representing the target number of shares pursuant to a PSU granted on January 29, 2015 that are expected to be issued in March 2018 following the certification by the Board of Directors of achievement of certain performance measures over the prior three year period. The maximum number of shares that can be issued under this PSU is 4,064 shares, however, the actual number of shares to be issued under the PSU cannot be determined prior to the vesting of such award.

Includes (i) 21,821 shares held as co-trustee with Diane Bennion for the Bennion Revocable Living Trust dated 12/19/2002, (ii) 0.055 share owned indirectly through the Company’s 401(k) Savings Plan, over which Mr. Bennion has voting control, (iii) 19,372 shares issuable on exercise of fully vested options, (iv) 339 shares to be issued on January 29, 2018 upon the partial vesting of RSUs granted on January 29, 2015, (v) 298 shares to be issued on January 28, 2018 upon the partial vesting of RSUs granted on January 28, 2016, (vi) 230 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017 and (vii) 1,017 shares representing the target number of shares pursuant to a PSU granted on January 29, 2015 that are expected to be issued in March 2018 following the certification by the Board of Directors of achievement of certain performance measures over the prior three year period. The maximum number of shares that can be issued under this PSU is 1,526 shares, however, the actual number of shares to be issued under the PSU cannot be determined prior to the vesting of such award . Mr. Bennion shares voting and investment power over the shares held in the Bennion Revocable Living Trust.


4	Includes 6,400 shares owned jointly with Patricia Boggs, Mr. Boggs’ spouse. Mr. Boggs shares voting and investment power over the jointly owned shares.

Includes (i) 377 shares to be issued on January 29, 2018 upon the partial vesting of RSUs granted on January 29, 2015, (ii) 331 shares to be issued on January 28, 2018 upon the partial vesting of RSUs granted on January 28, 2016, (iii) 248 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017 and (iv) 1,131 shares representing the target number of shares pursuant to a PSU granted on January 29, 2015 that are expected to be issued in March 2018 following the certification by the Board of Directors of achievement of certain performance measures over the prior three year period. The maximum number of shares that can be issued under this PSU is 1,697 shares, however, the actual number of shares to be issued under the PSU cannot be determined prior to the vesting of such award.


6	Includes (i) 1,000 shares held as sole trustee for the Alicia Ruth Apple Trust dated 8/14/1992 and (ii) 1,000 shares held as sole trustee for Lucas James Apple Trust dated 8/14/1992.

Includes (i) 447.469 shares owned indirectly through the Company’s 401(k) Savings Plan, over which Mr. Endresen has voting control, (ii) 1,022 shares to be issued on February 27, 2018 upon the partial vesting of RSUs granted on February 27, 2015, (iii) 876 shares to be issued on January 28, 2018 upon the partial vesting of RSUs granted on January 28, 2016, (iv) 743 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017 and (v) 3,066 shares representing the target number of shares pursuant to a PSU granted on February 27, 2015 that are expected to be issued in March 2018 following the certification by the Board of Directors of achievement of certain performance measures over the prior three year period. The maximum number of shares that can be issued under this PSU is 4,599 shares, however, the actual number of shares to be issued under the PSU cannot be determined prior to the vesting of such award.

Includes (i) 48,432 issuable on exercise of fully vested options, (ii) 929 shares to be issued on January 29, 2018 upon the partial vesting of RSUs granted on January 29, 2015, (iii) 945 shares to be issued on January 28, 2018 upon the partial vesting of RSUs granted on January 28, 2016, (iv) 752 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017 (v) 1,880 shares to be issued on March 8, 2018 upon the partial vesting of RSUs granted on March 8, 2017 and (vi) 2,787 shares representing the target number of shares pursuant to a PSU granted on January 29, 2015 that are expected to be issued in March 2018 following the certification by the Board of

Directors of achievement of certain performance measures over the prior three year period. The maximum number of shares that can be issued under this PSU is 4,181 shares, however, the actual number of shares to be issued under the PSU cannot be determined prior to the vesting of such award.


9	Represents shares to be issued on January 29, 2018 upon the partial vesting of RSUs granted on January 26, 2017.


10	Includes 6,404 shares held as sole trustee of the Indiek Family Trust U/A/D 5/04/1989.

Includes (i) 48,432 shares issuable on exercise of fully vested options, (ii) 828 shares to be issued on January 29, 2018 upon the partial vesting of RSUs granted on January 29, 2015, (iii) 1,004 shares to be issued on January 28, 2018 upon the partial vesting of RSUs granted on January 28, 2016, (iv) 710 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017, (v) 1,880 shares to be issued on March 8, 2018 upon the partial vesting of RSUs granted on March 8, 2017 and (vi) 2,484 shares representing the target number of shares pursuant to a PSU granted on January 29, 2015 that are expected to be issued in March 2018 following the certification by the Board of Directors of achievement of certain performance measures over the prior three year period. The maximum number of shares that can be issued under this PSU is 3,726 shares, however, the actual number of shares to be issued under the PSU cannot be determined prior to the vesting of such award.


12	Includes 16,952 shares owned indirectly through the Thomas E. King Living Trust, of which he is the sole trustee and beneficiary.


13	Includes 6,488.4 shares held jointly with Barbara Kirk, Mr. Kirk’s spouse. Mr. Kirk shares voting and investment power over the jointly owned shares.

Includes (i) 3,229 shares issuable on exercise of fully vested options, (ii) 2,401.232 shares owned indirectly through the Company’s 401(k) Savings Plan, over which Ms. Lemon has voting control, (iii) 294 shares to be issued on January 29, 2018 upon the partial vesting of RSUs granted on January 29, 2015, (iv) 614 shares to be issued on January 28, 2018 upon the partial vesting of RSUs granted on January 28, 2016, (v) 529 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017 and (vi) 882 shares representing the target number of shares pursuant to a PSU granted on January 29, 2015 that are expected to be issued in March 2018 following the certification by the Board of Directors of achievement of certain performance measures over the prior three year period. The maximum number of shares that can be issued under this PSU is 1,323 shares, however, the actual number of shares to be issued under the PSU cannot be determined prior to the vesting of such award.

Includes (i) 2,821 shares to be issued on January 29, 2018 upon the partial vesting of RSUs granted on January 29, 2015, (ii) 3,409 shares to be issued on January 28, 2018 upon the partial vesting of RSUs granted on January 28, 2016, (iii) 3,015 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017, (iv) 3,760 shares to be issued on March 8, 2018 upon the partial vesting of RSUs granted on March 8, 2017 and (v) 8,463 shares representing the target number of shares pursuant to a PSU granted on January 29, 2015 that are expected to be issued in March 2018 following the certification by the Board of Directors of achievement of certain performance measures over the prior three year period. The maximum number of shares that can be issued under this PSU is 12,695 shares, however, the actual number of shares to be issued under the PSU cannot be determined prior to the vesting of such award.


16	Shares are held by the Mark & Michele Patterson Family Trust U/A dated 8/23/2010, of which Mr. Patterson is a trustee. Mr. Patterson shares voting and investment power over shares held in the Mark & Michele Patterson Family Trust.


17	Includes 557 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017.


18	Includes 766 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017.


19	Includes 56,300 shares held jointly with Ann Smith, Mr. Smith’s spouse. Mr. Smith shares voting and investment power over the jointly owned shares.


20	Includes (i) 977 shares to be issued on January 28, 2018 upon the partial vesting of RSUs granted on January 28, 2016 and (ii) 753 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017.

Includes (i) 891.794 shares owned indirectly through the Company’s 401(k) Savings Plan, over which Ms. Taylor has voting control, (ii) 11,624 shares issuable on exercise of fully vested options, (iii) 377 shares to be issued on January 29, 2018 upon the partial vesting of RSUs granted on January 29, 2015, (iv) 670 shares to be issued on January 28, 2018 upon the partial vesting of RSUs granted on January 28, 2016, (v) 543 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017, (vi) 1,131 shares representing the target number of shares pursuant to a PSU granted on January 29, 2015 that are expected to be issued in March 2018 following the certification by the Board of Directors of achievement of certain performance measures over the prior three year period. The maximum number of shares that can be issued under this PSU is 1,697 shares, however, the actual number of shares to be issued under the PSU cannot be determined prior to the vesting of such award.


22	Includes (i) 8,459.156 shares owned through the Company's 401(k) Savings Plan, over which Ms. Vincent has voting

control, (ii) 7,748 shares issuable on exercise of fully vested options, (iii) 395 shares to be issued on January 29, 2018 upon the partial vesting of RSUs granted on January 29, 2015, (iv) 358 shares to be issued on January 28, 2018 upon the partial vesting of RSUs granted on January 28, 2016, (v) 278 shares to be issued on January 26, 2018 upon the partial vesting of RSUs granted on January 26, 2017 and (vi) 1,185 shares representing the target number of shares pursuant to a PSU granted on January 29, 2015 that are expected to be issued in March 2018 following the certification by the Board of Directors of achievement of certain performance measures over the prior three year period. The maximum number of shares that can be issued under this PSU is 1,778 shares, however, the actual number of shares to be issued under the PSU cannot be determined prior to the vesting of such award.


23	Includes 1,000 shares held as sole trustee for the Voss Family Trust.

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