Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective July 22, 2013, the Company's Board of Directors, upon the
recommendation of the Nominating Committee of the Board, appointed Eric L.
Holoman as a director of the Company. Mr. Holoman was appointed to the class of
directors whose terms will expire at the Company's annual meeting of
stockholders to be held in 2014. Mr. Holomon was also appointed to chair the
Community Reinvestment Act Committee newly established by the Board.
Mr. Holoman serves as President of Magic Johnson Enterprises ("MJE"), managing
and directing MJE's day-to-day operations and overseeing its investment funds,
including the Yucaipa Johnson Corporate Initiatives Fund, a small to middle
market private equity fund focused on urban markets, the Canyon-Johnson Urban
Fund, a real estate fund focused on the development of urban properties in
underserved neighborhoods, and its partnership with Guggenheim Capital which
focuses on sports, entertainment and media properties as well as energy and
infrastructure opportunities with predictable cash flows.
Mr. Holoman also has responsibility for several of MJE's media portfolio
companies, including Vibe Holdings, LLC and Aspire, MJE's television network, as
well as radio station owner Inner City Broadcasting Corporation. Prior to
joining MJE, Mr. Holoman held several positions in private banking with Bank of
America and Wells Fargo Bank, including as head of Wells Fargo's private
mortgage bank in Los Angeles. Mr. Holoman also has been active in public
service, having previously served on the Board of Administration of the Los
Angeles City Employees' Retirement System, including two terms as President, and
as a director of the Los Angeles branch of the Federal Reserve Bank of San
Francisco. Mr. Holoman currently is a member of the Los Angeles Department of
Water and Power Board and serves as Vice President of the Board. Mr. Holoman
has a degree in Finance from the University of Southern California.
A copy of the press release issued by the Company announcing the appointment of
Mr. Holoman is attached to this report as Exhibit 99.1 and is incorporated
herein by reference.
There are no arrangements or understandings between Mr. Holoman and any other
persons pursuant to which he was selected as a director. There are no
transactions in which Mr. Holoman has a direct or indirect material interest
requiring disclosure under Item 404(a) of Regulation S-K of the Securities and
Exchange Commission (the "SEC").
Mr. Holoman will be entitled to the basic compensation arrangement provided to
the other non-employed independent directors of the Company. A description of
this arrangement is contained under the heading "Director Compensation-Recent
Changes to Director Compensation Commencing in 2013" in the Company's definitive
proxy statement filed with the SEC on June 11, 2013 and is incorporated herein
by reference. In addition, Mr. Holoman is expected to enter into the same form
of indemnification agreement with the Company as the Company's other directors.
A description of the form of indemnification agreement is contained in the
Company's Current Report on Form 8-K filed on May 3, 2011 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
See Exhibit Index.