Later on February 15, 2018, the Company publicly issued a statement confirming that it had
received SRSs nomination notice and indicating that the Corporate Governance Committee would review SRSs proposed director nominees and make a recommendation regarding such nominees that it believed was in the best interest of all
shareholders.
On February 20, 2018, the Corporate Governance Committee met to consider potential director nominees, including SRSs
proposed director nominees.
On February 26, 2018, on behalf of the Companys Corporate Governance Committee, Jean Sera, Senior Vice
President & Corporate Secretary of the Company, contacted David Zales, General Counsel of SRS, to invite Messrs. Espe, Pahwa and Sparks to interview with the Corporate Governance Committee in order to permit the Corporate Governance
Committee to evaluate the new SRS nominees consistent with the Companys director nomination procedures.
On March 7, 2018, Mr. Zales
contacted Ms. Sera and informed her that SRS would not permit Messrs. Espe, Pahwa or Sparks to meet with the Companys Corporate Governance Committee.
On March 15, 2018, the Corporate Governance Committee met and evaluated each of the director candidates. The Corporate Governance Committee
determined, based upon prior interactions with certain of the SRS nominees and its review of biographical and other information with respect to the nominees, that Messrs. Pahwa and Sparks be recommended for nomination by the Corporate Governance
Committee as part of the Board refreshment process.
On March 21, 2018, the Company filed its preliminary proxy statement with the SEC and
announced that the Board had nominated Larry D. De Shon, Mary C. Choksi, Leonard S. Coleman, Jeffrey H. Fox, Lynn Krominga, Glenn Lurie, Eduardo G. Mestre, Jagdeep Pahwa, F. Robert Salerno, Francis J. Shammo, Carl Sparks and Sanoke Viswanathan to be
elected at the 2018 Annual Meeting.
Later on March 21, 2018, SRS publicly stated that it intended to continue with the nomination of all five of
its director candidates at the 2018 Annual Meeting.
On March 23, 2018, SRS filed its preliminary proxy statement with the SEC and announced that
SRS had nominated Brian Choi, Matthew Espe, Jagdeep Pahwa, Carl Sparks and Sanoke Viswanathan to be elected at the 2018 Annual Meeting.
Also on
March 23, 2018, Mr. Coleman called Mr. Sarma and expressed that the proxy contest with SRS was costly and distracting and that it would be in the best interests of the Company and its shareholders for the Company and SRS to reach an agreement to end
the proxy contest, given that the Company had included three SRS nominees on the Companys slate.
Later on March 23, 2018, Mr. Sarma called
Mr. Coleman and proposed that he and Mr. Coleman meet to discuss Board composition, the structure of the committees of the Board, the 2018 Rights Plan and any limitation on SRSs voting power. Mr. Coleman agreed, along with Mr. Nelson, to meet
with Mr. Sarma on March 26th to discuss these matters.
Later on March 23, 2018, during a subsequent call with Mr. Coleman, Mr. Sarma stated that as
a condition to meeting on March 26th the Company would need to agree that Mr. Choi would remain on the Board and that an additional Company director would need to not stand for reelection to accommodate the addition of Mr. Choi. Mr. Coleman
responded that he was not in a position to
pre-negotiate
the terms of a potential settlement but that he and Mr. Nelson were still prepared to meet without any pre-condition. In light of Mr. Sarmas
unwillingness to forego the pre-condition, the meeting between Messrs. Coleman, Nelson and Sarma was cancelled.
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