Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Appointment of John W. Gibson, Jr. as Chief Executive Officer, President and
Director
As previously announced, on December 21, 2019, the Company entered into an Employment Agreement with John W.
Gibson, Jr. pursuant to which he will serve as Chief Executive Officer, President, director and Chairman of the Board of Directors of the Company (the Board) beginning on January 6, 2020. On January 2, 2020, the Board
formally appointed Mr. Gibson to serve as the Companys Chief Executive Officer and President, effective as of January 6, 2020, to serve until his earlier resignation, removal or death. Also on January 2, 2020, the Board formally
appointed Mr. Gibson to serve as a director on the Board to fill the vacancy created by Mr. Chisholms resignation (as described below), and formally elected Mr. Gibson as the Chairman of the Board, in each case, to be effective
as of January 6, 2020.
The disclosures required by Item 5.02(c) of Form 8-K were set forth
in Item 5.02 of the Current Report on Form 8-K filed by the Company on December 27, 2019 and are incorporated herein by reference.
Departure of John W. Chisholm as Chief Executive Officer, President and Director
On January 2, 2020, the Company notified Mr. Chisholm of the termination of his Employment Period under the Chisholm Employment
Agreement to be effective as of 11:59 pm Central Time on January 5, 2020. At that time, Mr. Chisholm will cease to be the Companys Chief Executive Officer and President.
On January 3, 2020, John W. Chisholm notified the Company of his resignation from the Board, to be effective as of 11:59 pm Central Time
on January 5, 2020. Mr. Chisholms resignation is not due to a disagreement with the Company on any matter relating to the Companys operations, policies or practices.