Corporate Governance

Corporate Governance

The business and affairs of the company are managed under the direction of the board of directors. In March, 2019 the company increased the size of the board from nine (9) to thirteen (13) members with the appointment of four (4) new independent directors pursuant to an agreement with Starboard Value LP, which had a combined beneficial ownership of approximately 9.8% of company’s outstanding common stock. Effective immediately following the election of the directors at the 2019 Annual Meeting, the company will decrease the size of the board from thirteen (13) to ten (10) members. Prior to the 2017 Annual Meeting the directors were divided into three groups for staggered three year terms. At the 2017 Annual Meeting the shareholders amended the Certificate of Incorporation to transition the Board to an annual election cycle as their current terms expire. Several provisions of the company’s by-laws and the policies adopted by the board are designed to promote effective and independent governance of the company. Under the by-laws, the board is required to present to the shareholders nominees for election as director and to take other corporate actions to cause the composition of the board, and in particular its Audit and Management Compensation Committees to meet all applicable independence requirements. Our chairman of the board, Barry Smith, currently also serves as our chief executive officer, and thus is not considered independent. As a result, the board has appointed William McBride as Lead Director to fulfill various leadership functions on behalf of the independent directors, including leading executive sessions of meetings of the independent directors at our board meetings. The board has also adopted corporate governance guidelines which address several issues pertaining to how the board functions.

The board of directors has established an Audit Committee, a Management Compensation Committee, a Nominating/Corporate Governance Committee and a Strategic Committee each of which is comprised solely of independent directors. Our Audit Committee assists the board of directors in fulfilling its financial oversight responsibility by reviewing the company’s financial statements, and other financial information that is to be provided to our shareholders, the periodic financial reports filed with the SEC, our system of internal controls and the audit process. Our Management Compensation Committee oversees our management compensation philosophies, policies, programs and practices. Our Nominating/Corporate Governance Committee identifies and recommends individuals to the board for nomination as members of the board and reviews corporate governance principles which apply to the company. Our Strategic Committee evaluates various strategic matters.

Governance Documents

Title Documents

Communications with Directors and Management

Corporate Bylaws

Corporate Governance Guidelines

Policy for Selecting Nominees for Election as Directors

Related Person Transaction Policy

Ethics Documents

Title Documents

Code of Conduct

Director Code of Ethics

Officer Code of Ethics

Committee Charters

Title Documents

Audit Committee Charter

Management Compensation Committee Charter

Nominating and Governance Committee