Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) On December 13, 2012, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 1,623,529 shares of Class B common stock, $0.01 par value per share, of the Company (the "Class B Common Stock"). All 1,623,529 shares of Class B Common Stock were converted into shares of Class A common stock, $0.01 par value per share, of the Company (the "Class A Common Stock"), in connection with the sale of 1,623,529 shares of Class B Common Stock into the public market pursuant to Rule 144 by a selling stockholder. The Company's Amended and Restated Certificate of Incorporation requires that any shares of Class B Common Stock that are converted into shares of Class A Common Stock be retired and may not be reissued.

Effective upon filing, the Certificate of Retirement amended the Amended and Restated Certificate of Incorporation of the Company to reduce the total authorized number of shares of capital stock of the Company by 1,623,529 shares. The total number of authorized shares of the Company is now 1,458,985,467, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 448,985,467 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share. A copy of the Certificate of Retirement is attached as Exhibit 3.1 hereto.

Item 9.01 Financial Statements and Exhibits

Exhibit Number Exhibit Description 3.1 Certificate of Retirement of 1,623,529 shares of Class B Common Stock

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