Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August 30, 2018, the Board of Directors (the Board) of
the Company increased the size of the Board from eight to nine directors, and elected Meryl Zausner as a Class II director of the Company. Ms. Zausner has been appointed to serve on the Audit Committee of the Board (the Audit
Ms. Zausner will participate in the Companys standard compensation program for non-employee directors, including an annual retainer of $35,000, an annual retainer for service on the Audit Committee of $7,500, and an initial award of an option to purchase 30,000 shares of the Companys
common stock (the Initial Award). The Initial Award has an exercise price equal to $8.47, the closing price per share of the Companys common stock on the date of grant, and will vest and become exercisable in equal installments on
each of the first four anniversaries of the date of grant, subject to continued service on the Board through each such vesting date. Ms. Zausner has also entered into the Companys standard indemnification agreement for directors and