Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On June 28, 2012, the Board of Directors of the Company appointed Amy Banse to
the Executive Compensation Committee, Frank Calderoni to the Audit Committee and
Laura Desmond to the Nominating and Governance Committee of the Board. Each of
Ms. Banse, Mr. Calderoni and Ms. Desmond will receive compensation for his or
her service on the respective committees of the Board in accordance with the
information regarding the Company's compensation programs for the members of its
Board contained in the Company's Definitive Proxy Statement filed on March 1,
2012. The New Directors were appointed to the Board on May 14, 2012.
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