Item 7.01. Regulation FD Disclosure

On October 17, 2012, our Board of Directors approved amendments (the "Amendments") to our Amended and Restated Certificate of Incorporation (the "Restated Certificate") that, subject to approval by our stockholders, will reduce stockholder voting provisions in the Restated Certificate that call for greater than a simple majority vote to require a majority of votes cast where permissible under Delaware law, and otherwise to require the lowest vote threshold permitted by Delaware law. The Board of Directors considered the Amendments in light of a stockholder proposal voted on at the 2012 Annual Meeting of Stockholders that requested that our Board of Directors take the steps necessary to reduce each stockholder voting requirement in our Restated Certificate that called for greater than simple majority vote be changed to require a majority of votes cast. The Board of Directors directed that a proposal to approve the Amendments be considered by stockholders at the 2013 Annual Meeting of Stockholders and be included in the proxy statement for the 2013 Annual Meeting of Stockholders.

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