In order to ensure that each class of the Board as nearly equal in number of directors as reasonably possible, effective as of September 3, 2019, John Kennedy resigned from his position as a Class II director and the remaining members of the Board unanimously re-elected Mr. Kennedy as a Class III director.  Following such resignation and election to Class III, Mr. Kennedy will continue as the Chairman and a member of Board’s Audit Committee and a member of its Compensation Committee.  Mr. Kennedy's resignation and re-election were effected solely to ensure that each class of the Board would consist as nearly equal in number of directors as reasonably possible as required by the Charter. For all other purposes, Mr. Kennedy's service on the Board is deemed to have continued uninterrupted without any break in service since he first joined the Board. 

In addition, effective as of September 3, 2019, the Board also elected Mr. Alan Edrick as an additional Class III director of the Company.  Mr. Edrick is an independent director in accordance with the standards of the Securities and Exchange Commission and NASDAQ.  While Mr. Edrick was not appointed to any committees of the Board at the time of his initial election, the Board does expect to appoint Mr. Edrick to the Audit and Compensation Committees of the Board. Mr. Edrick will serve until the Company’s 2021 annual meeting of stockholders and until his successor is duly elected and qualified, or until his resignation or removal.

In connection with the election of Mr. Edrick to the Board, in accordance with the Company's non-employee director compensation policy and its Third Amended and Restated 2000 Stock Option and Incentive Plan, as amended, on September 10, 2019, he will be granted a non-qualified stock option to acquire shares of the Company’s common stock in an amount equal to the greater of (i) options having an aggregate Black-Scholes cash value of $134,400 at the time of grant, rounded to the nearest 100 shares, or (ii) options to acquire 25,000 shares. The options will have a term of ten years and an exercise price equal to the closing price for such common stock at the end of trading on such grant date. The stock options will vest in three equal installments on the first three anniversaries of such grant date.  In addition, in accordance with the Company's non-employee director compensation policy Mr. Edrick will also receive a deferred stock award of restricted stock units which will vest on December 31, 2019 and will be granted in lieu and satisfaction of the annual cash retainer compensation to be earned by Mr. Edrick for his service on the board and any committee of the Board during the remainder of 2019. The number of shares of common stock subject to such initial retainer award will be equal to the amount of cash that would have been received had the applicable retainer all been paid in cash, divided by the average daily closing market price of the Company’s common stock for the month of July, rounded to the nearest 100 shares.

On September 4, 2019, the Company issued a press release regarding the election of Mr. Edrick. The full text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.