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

On December 19, 2012, the Board of Directors increased the size of the Board from nine to ten and appointed Ann Sarnoff as an additional member of the Board of Directors. Ms. Sarnoff will serve on the Compensation and Human Resources Committee.

Ms. Sarnoff currently serves as the Chief Operating Officer of BBC Worldwide Americas. She is responsible for the company's North American businesses and has held this role since 2010. From 2006 until joining the BBC in 2010, Ms. Sarnoff was President of Dow Jones Ventures and Senior Vice President of Strategy for Dow Jones & Company, Inc. Previously, Ms. Sarnoff served for two years as Chief Operating Officer of the Women's National Basketball Association and spent ten years at Viacom Inc. where she ultimately became Chief Operating Officer for VH1 and Country Music Television.

A copy of the press release announcing the election of Ms. Sarnoff to the Company's Board of Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

There was no arrangement or understanding between Ms. Sarnoff and any other person pursuant to which she was selected as a director. There is no family relationship between Ms. Sarnoff and any of the Company's other officers or executive officers. Ms. Sarnoff does not have any direct or indirect material interest in any transaction in which the Company is a participant where the amount involved exceeds $120,000. Ms. Sarnoff will receive cash compensation for her services as a member of the Board of Directors in accordance with the Company's director compensation policy approved effective August 20, 2008, as amended, and described in the Company's most recent Proxy Statement filed with the U.S. Securities and Exchange Commission on April 6, 2012.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated December 20, 2012

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