Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 23, 2012, Mel Karmazin, our Chief Executive Officer, informed our Board of Directors that he will be leaving on February 1, 2013. Mr. Karmazin will also leave our Board of Directors at that time. Our Board of Directors has formed a committee to search for a new Chief Executive Officer. A copy of the press release dated October 23, 2012 relating to such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The Exhibit Index attached hereto is incorporated herein.

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