Item 1.01. Entry into a Material Definitive Agreement

At the Company's Annual Meeting of Shareholders held on May 12, 2009, shareholders voted to approve an amendment of the Company's 2003 Stock Incentive Plan, the effect of which is to increase the aggregate number of shares of its common stock available as awards in the form of stock options, stock appreciation rights, or performance shares or other rights subject to satisfaction of conditions from ten (10) million to thirteen million five hundred thousand (13.5 million) shares.

Item 8.01. Other Events

At the Company's Annual Meeting of Shareholders held on May 12, 2009, shareholders voted to approve the election of N. Thomas Linebarger, President and Chief Operating Officer of the Company, as a Director. J. Lawrence Wilson, who had been a Director of the Company since 1990, retired from the Board of Directors effective with the 2009 Annual Meeting of Shareholders in accordance with provisions of the Company's By-Laws.