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

•	provides that shares of the Company's common stock used to pay the exercise price for an award or to satisfy tax withholding obligations with respect to an award will not be added back to the number of shares available for the grant of new awards under the 2005 LTIP;

•	confirms that if the Company purchases shares in the market with the proceeds the Company receives in connection with the exercise of an award granted under the 2005 LTIP, such shares will not be added to the shares available for the grant of new awards under the 2005 LTIP;

•	confirms that the number of shares of common stock under the 2005 LTIP will be reduced when a stock appreciation right is exercised for stock based on the percentage of the stock appreciation right that is exercised and not just by the number of shares issued;

•	prohibits the Company's Board of Directors from permitting payment of the exercise price of a stock option with a promissory note;

•	broadens and clarifies the limitations on the Company's ability to take any action that could constitute a repricing of a stock option or stock appreciation right;

•	limits the maximum term of stock appreciation rights to seven (7) years;

•	requires that dividends or dividend equivalents granted with respect to restricted stock and restricted stock units, respectively, not be paid until the applicable award vests (i.e., the award is no longer subject to forfeitability provisions and contractual restrictions on transfer and, in the case of restricted stock units, the shares have been delivered);

•	expands the provisions related to compliance with Section 409A of the Internal Revenue Code, or the Code;

•	increases the number of shares of our common stock available for awards under the 2005 LTIP by 10.8 million shares; and

•	extends the term during which awards may be made under the 2005 LTIP until December 31, 2017.

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Item 5.07.	Submission of Matters to a Vote of Security Holders.

1.

The Company’s stockholders elected each of Messrs. David J. Aldrich, Kevin L. Beebe, Timothy R. Furey, Balakrishnan S. Iyer, Thomas C. Leonard, David P. McGlade, David J. McLachlan, and Robert A. Schriesheim to serve as a director of the Company until the next annual meeting of the Company’s stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

2.	The Company’s stockholders voted to approve the Amended and Restated 2005 Long-Term Incentive Plan,as amended.

3.	The Company’s stockholders voted to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the “Say-On-Pay Vote”).

4.	The Company’s stockholders ratified the selection by the Company’s Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s 2013 fiscal year.

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