|Item 4.|| |
PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On August 19, 2020, the Reporting Persons filed a Definitive Solicitation Statement and an accompanying GOLD special meeting request card with the SEC to be used in connection with the solicitation of revocable proxies to empower the Reporting Persons to call the Special Meeting, which Definitive Solicitation Statement and GOLD special meeting request card are incorporated herein by reference.
On August 31, 2020, the Reporting Persons delivered to the Issuer a written request (the “Special Meeting Request”) to call the Special Meeting in accordance with Article II, Section 2.2 of the Issuer’s Amended and Restated Bylaws (the “Bylaws”) for the purpose of, among other things, removing nine members of the Board and replacing them with nine independent and highly accomplished directors: W. Steve Albrecht, Martina Lewis Bradford, Gail Landis, Wendy Lane, Ryan McKendrick, Katherine “KT” Rabin, Sreekanth Ravi, Lisa Wardell and Henry W. “Jay” Winship. The Special Meeting Request is attached as Exhibit 8 hereto and the foregoing summary of the Special Meeting Request is qualified in its entirety by the full text thereof. Additionally, the Reporting Persons delivered a Notice of Stockholder Proposals and Nomination to the Secretary of the Issuer with respect to the matters set forth in the Special Meeting Request, in accordance with Article II, Section 2.2 and 2.10 of the Bylaws.
Also, on August 31, 2020, the Reporting Persons issued a press release announcing their delivery of the Special Meeting Request, which press release is attached as Exhibit 9 hereto and incorporated herein by reference.