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

On March 10, 2023, the Board appointed Ben Fader-Rattner, a director of the Company, to the Board's Compensation Committee to fill the position previously held Mohsin Y. Meghji and appointed Scott Malpass, a director of the Company, to the Board's Nominating Committee to fill the position previously held by Stephen Vinent. Each of Mr. Meghji and Mr. Vincent has resigned from his respective position as a member of the relevant Committee.

Each of Mr. Fader-Rattner and Mr. Malpass has been determined by the Board to be independent for purposes of the NYSE listing requirements, and the membership of each such committee of the Board is comprised solely of independent directors.





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