Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
The Charter of the Board of Directors requires that any director who has a
significant change in occupational status, other than retirement from his or her
full-time position, tender their resignation, together with a request to the
Compensation, Nominating and Governance Committee that such director not be
designated as a nominee for re-election to the Board. Pursuant to this
requirement, at the March 26, 2009 meeting of the Board of Directors, Robert C.
Wheeler tendered his resignation. The Board of Directors declined to accept his
resignation. Mr. Wheeler also serves on the Compensation, Nominating and
Governance Committee.
