Item 8.01 Other Events.
The Board of Directors has determined to restructure its Governance and
Nominating Committee into two separate Committees, a Governance Committee and a
Nominating Committee, effective November 19, 2009. The membership of the two
Committees will be determined at the Board's regular meeting on that date.
However, the Board has determined that Director Charles D. Kissner, currently a
member of the Governance and Nominating Committee, will be a member of the
separate Governance Committee and not a member of the separate Nominating
Committee.
The Governance Committee will develop and implement policies and practices
related to corporate governance, review and monitor implementation of our
policies and procedures, assist in developing criteria for open positions on the
Board of Directors, and make recommendations to the Board of Directors with
respect to committee assignments.
The Nominating Committee assists the Board in selecting nominees for
election to the Board as directors and recommends directors candidates to the
Board. The Nominating Committee will be composed of independent members.
The information in this report is being furnished pursuant to Item 8.01
"Other Events", not filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). This information shall not be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.