Form S-8 POS NORDSON CORP

As filed with the Securities and Exchange Commission on March 26, 2021

Registration No. 333-225378

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8 REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Nordson Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Ohio		34-0590250
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

28601 Clemens Road, Westlake, Ohio, 44145

(Address of Principal Executive Offices, Including Zip Code)

Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan

Nordson Corporation 2021 Stock Incentive and Award Plan

(Full Title of the Plans)

Gina A. Beredo, Esq.

Executive Vice President, General Counsel and Secretary

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145

(440) 892-1580

(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

EXPLANATORY NOTE

On June 1, 2018, Nordson Corporation (the “Registrant”) filed a registration statement on Form S-8 (Registration No. 333-225378) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 1,625,000 common shares, without par value, of the Registrant (“Common Shares”) available for issuance under the Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan (the “Prior Plan”). The Registrant paid the requisite registration fee at that time to register the securities.

On March 2, 2021 (the “2021 Approval Date”), the shareholders of the Registrant approved the Nordson Corporation 2021 Stock Incentive and Award Plan (the “2021 Plan”). Pursuant to the terms of the 2021 Plan, the total number of Common Shares authorized for issuance under the 2021 Plan includes, in addition to 900,000 new Common Shares, (i) the number of shares that remained available for issuance under the Prior Plan as of the 2021 Approval Date and (ii) any Common Shares subject to outstanding awards granted under the Prior Plan as of the 2021 Approval Date that are forfeited, canceled, surrendered or otherwise terminated without the issuance of such Common Shares (the shares described in (i) and (ii), the “Prior Plan Shares”). Outstanding awards granted under the Prior Plan will continue to be governed by the terms of the Prior Plan, but no new awards will be granted under the Prior Plan on or after the 2021 Approval Date.

Immediately prior to the 2021 Approval Date, 1,493,523 Common Shares remained available for issuance under the Prior Plan and up to 1,665,139 Common Shares were subject to outstanding awards under the Prior Plan. Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K that the Registrant disclose a material change in the plan of distribution as it was originally disclosed in the Registration Statement, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to reflect that, as of the 2021 Approval Date, the Prior Plan Shares will be issuable under the 2021 Plan.

Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statement, the Registrant is filing a Registration Statement on Form S-8 to register the 900,000 new Common Shares authorized for issuance pursuant to the 2021 Plan, which amount excludes the Prior Plan Shares. No additional Common Shares are being registered by this Post-Effective Amendment No. 1 to the Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I of Form S-8 have been sent or given, or will be sent or given, to participants of the Prior Plan and the 2021 Plan, as applicable, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, will constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents, which are on file with the Commission, are incorporated by reference into the Registration Statement (except for the portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof or otherwise not filed with the Commission which are deemed not to be incorporated by reference into the Registration Statement):

 

1.

The Registrant’s Annual Report on Form 10-K for the fiscal year ended October  31, 2020, as amended by Amendment No. 1 on Form 10-K/A, filed with the Commission on February 2, 2021;

 

2.

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2021;

3.

The Registrant’s Current Reports on Form 8-K filed with the Commission on November  30, 2020, January  8, 2021, March  8, 2021, and March 25, 2021;

 

4.

The Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on January  22, 2021, as supplemented by the Proxy Supplement on Schedule DEFA14A, filed with the Commission on February 2, 2021; and

 

5.

The description of the Common Shares contained in Exhibit 4-a to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019, including any amendment or report filed for the purpose of updating that description.

In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than those furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the Commission, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part hereof from the time of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 4.

Description of Securities.

Not Applicable.

 

Item 5.

Interests of Named Experts and Counsel.

Not Applicable.

 

Item 6.

Indemnification of Directors and Officers.

The Registrant is an Ohio corporation. Section 1701.13(E) of the Ohio Revised Code (the “Code”) sets forth conditions and limitations governing the indemnification of directors, officers, and certain other persons (“Indemnified Persons”). In general, the Code authorizes the Registrant to indemnify Indemnified Persons from liability if the Indemnified Person acted in good faith and in a manner reasonably believed by such person to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal actions or proceedings, if the Indemnified Person had no reasonable cause to believe his or her conduct was unlawful. In the case of an action by or on behalf of the Registrant, indemnification is prohibited in certain circumstances, including (i) if the person seeking indemnification is adjudged liable for negligence or misconduct in the performance of such person’s duties to the Registrant, unless an appropriate court determines such person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper, or (ii) if the only liability asserted against a director concerns certain unlawful dividends, distributions and other payments. Section 1701.13(E) of the Code provides that to the extent an Indemnified Person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to by the foregoing, that Indemnified Person shall be indemnified against expenses actually and reasonably incurred in connection therewith. The indemnification authorized under Ohio law is not exclusive and is in addition to any other rights granted to officers and directors under the Amended Articles of Incorporation, as amended (the “Articles of Incorporation”), or the Amended Regulations (the “Regulations”) of the Registrant or any agreement with directors, officers and certain other persons. The Registrant may purchase and maintain insurance or furnish similar protection on behalf of any Indemnified Person against any liability asserted against and incurred by an Indemnified Person in his or her capacity, or arising out of his or her status, as a director, officer or certain other person, whether or not the Registrant would have the power to indemnify him or her against such liability under the Code.

Article V of the Registrant’s Regulations provides that the Registrant will, to the full extent permitted or authorized by the Ohio General Corporation Law, indemnify any person made or threatened to be made a party to an action, suit or proceeding by reason of the fact that he or she is or was a director, officer, or employee of the Registrant, or is or was serving at the request of the Registrant as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise. The Regulations further provide that the Registrant shall pay, to the full extent permitted or authorized by the Ohio General Corporation Law, expenses, including attorneys’ fees, as they are incurred by any director or officer in defending any such action, suit, or proceeding. The indemnification and advancement of expenses provided by the Regulations shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under the Registrant’s Articles of Incorporation or Regulations, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, or employee and shall inure to the benefit of the heirs, executors, and administrators of that person.

The Registrant maintains liability insurance for all of its directors and officers (“D&O insurance”). This D&O insurance also insures the Registrant against amounts payable to indemnify directors and officers, subject to policy limits and retention amounts. The Registrant also has entered into Indemnity Agreements with each of its directors and officers (the forms of which have been filed as Exhibits 10-c-1 and 10-c-2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2016) that generally (a) provide directors and officers with the indemnification to which they were entitled as of the effective date each such person entered into the indemnification agreement (the “effective date”), or as may be amended to increase the scope of such indemnification, notwithstanding any amendment of the Registrant’s Regulations or Articles of Incorporation, (b) obligate the Registrant to use commercially reasonable efforts to maintain in effect D&O insurance that is at least substantially comparable in scope and amount to that provided by the Registrant’s D&O insurance as of the effective date, and (c) provide further assurance to the directors and officers that they will be advanced, or reimbursed for, expenses relating to, arising out of or resulting from any indemnifiable claim (as defined in the agreement) paid or incurred by the director or officer or which the director or officer determines are reasonably likely to be paid or incurred in connection with an indemnifiable claim.

 

Item 7.

Exemption from Registration Claimed.

Not Applicable.

 

Item 8.

Exhibits.

 

Exhibit Number		Description of Exhibit
4.1		1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit  3-a to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2017).
4.2		Certificate of Amendment to 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a-1 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2017).
4.3		1998 Amended Regulations (incorporated herein by reference to Exhibit  3-b to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016).
5.1		Opinion of Thompson Hine LLP (incorporated by reference to Exhibit 5.1 to the Company’s Registration Statement on Form S-8, filed June 1, 2018, Registration No. 333-225378).
5.2		Opinion of Thompson Hine LLP.
23.1		Consent of Ernst & Young LLP.
23.2		Consent of Thompson Hine LLP, Counsel to the Registrant, is contained in its opinion filed as Exhibit 5.2 to this Registration Statement.
24.1		Power of Attorney.
99.1		Nordson Corporation 2012 Stock Incentive and Award Plan (Amended and Restated as of December  28, 2017) (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 2, 2018).
99.2		Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award – Key Employees (as amended November  24, 2014) (incorporated herein by reference to Exhibit 10-g-3 to the Registrant’s Annual Report on Form  10-K for the year ended October 31, 2014).
99.3		Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award – Executive Officers (as amended November  24, 2014) (incorporated herein by reference to Exhibit 10-g-4 to Registrant’s Annual Report on Form  10-K for the year ended October 31, 2014).
99.4		Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan (incorporated herein by reference to Exhibit 10-g-5 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013).
99.5		Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan, Form of Notice of Award (incorporated herein by reference to Exhibit 10-g-6 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013).
99.6		Amended and Restated Nordson Corporation Directors’ Deferred Compensation Sub-Plan (incorporated herein by reference to Exhibit 10-g-7 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2017).
99.7		Nordson Corporation 2021 Stock Incentive and Award Plan (incorporated herein by reference as Exhibit  10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 25, 2021).

Item 9.

Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake, State of Ohio, on March 26, 2021.

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on March 26, 2021.

 

		Signature		Title
		/s/ Sundaram Nagarajan*		Director, President and Chief Executive Officer
		Sundaram Nagarajan		(Principal Executive Officer)
		/s/ Joseph P. Kelley*		Executive Vice President, Chief Financial Officer
		Joseph P. Kelley		(Principal Financial Officer and Principal Accounting Officer)
		/s/ Michael J. Merriman, Jr.*		Chairman of the Board
		Michael J. Merriman, Jr.
		/s/ John A. DeFord*		Director
		John A. DeFord
		/s/ Arthur L. George, Jr.*		Director
		Arthur L. George, Jr.
		/s/ Frank M. Jaehnert*		Director
		Frank M. Jaehnert
		/s/ Ginger M. Jones*		Director
		Ginger M. Jones
		/s/ Jennifer A. Parmentier*		Director
		Jennifer A. Parmentier
		/s/ Mary G. Puma*		Director
		Mary G. Puma
		/s/ Victor L. Richey, Jr.*		Director
		Victor L. Richey, Jr.
*By:		/s/ Gina A. Beredo
		Gina A. Beredo
		Attorney-In-Fact
		March 26, 2021

Exhibit 5.2

 

March 26, 2021

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145

 

Re:	Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-225378)

Ladies and Gentlemen:

Nordson Corporation, an Ohio corporation (the “Company”), is filing with the Securities and Exchange Commission (the “Commission”) a Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-8 (File No. 333-225378) (the “Registration Statement”) filed by the Company with the Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement, as originally filed with the Commission on June 1, 2018, registered 1,625,000 common shares, without par value, of the Company (the “Common Shares”), reserved for issuance pursuant to the Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan (the “Prior Plan”).

On March 2, 2021 (the “Approval Date”), the shareholders of the Company approved the Nordson Corporation 2021 Stock Incentive and Award Plan (the “2021 Plan”). The Amendment reflects that a portion of the Common Shares registered under the Registration Statement (consisting of Common Shares that previously remained available for issuance under the Prior Plan as of the Approval Date, plus the number of Common Shares subject to outstanding awards granted under the Prior Plan prior to the Approval Date that will not be delivered in settlement of such awards due to the forfeiture, cancelation, surrender or other termination of such awards) will become available for issuance under the 2021 Plan, pursuant to the terms of the 2021 Plan (such Common Shares are referred to herein as the “Carryover Shares”).

Item 601 of Regulation S-K and the instructions to Form S-8 require that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to a Form S-8 registration statement if the securities are original issue shares. This opinion is provided in satisfaction of that requirement as it relates to the Amendment.

In rendering this opinion, we have examined copies of (a) the Company’s Amended Articles of Incorporation, as amended, and Amended Regulations, each in the form filed as exhibits with the Commission, (b) the Prior Plan and the 2021 Plan, each in the form filed as exhibits to the Amendment, and (c) such other records and documents as we have deemed advisable in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to the originals or certified copies of all documents submitted to us as copies thereof.

As a result of the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that, under the laws of the State of Ohio, when issued pursuant to and in accordance with the 2021 Plan and the agreements that accompany the 2021 Plan, the Carryover Shares will be validly issued, fully paid, and non-assessable.

In rendering this opinion, we have assumed that the resolutions authorizing the Company to issue the Carryover Shares pursuant to the 2021 Plan will be in full force and effect at all times at which the Carryover Shares are issued by the Company and that the Company will take no action inconsistent with such resolutions. We have further assumed that each award under the 2021 Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors in accordance with applicable law.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Amendment. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Thompson Hine LLP

Thompson Hine LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to the Registration Statement (Form S-8 No. 333-225378) of Nordson Corporation pertaining to the Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan and Nordson Corporation 2021 Stock Incentive and Award Plan of our reports dated December 18, 2020, with respect to the consolidated financial statements and schedule of Nordson Corporation and the effectiveness of internal control over financial reporting of Nordson Corporation included in its Annual Report (Form 10-K) for the year ended October 31, 2020, filed with the Securities and Exchange Commission.

 

Cleveland, Ohio

March 26, 2021

Exhibit 24.1

NORDSON CORPORATION

POWER OF ATTORNEY

FORM S-8

KNOW ALL MEN BY THESE PRESENTS, that each person whose name is signed hereto has made, constituted, and appointed, and by these presents does hereby make, constitute, and appoint, Gina A. Beredo, Executive Vice President, General Counsel and Secretary, Nordson Corporation, her or his true and lawful attorney, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead to affix, as attorney-in-fact, his or her signature as director or officer or both, as the case may be, of Nordson Corporation, an Ohio corporation (the “Company”), to (i) any and all Registration Statements on Form S-8 and amendments thereto, including Post-Effective Amendments and any subsequent Registration Statements pursuant to Rule 462 under the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission with respect to Common Shares of the Company issuable or issued in connection with the Nordson Corporation 2021 Stock Incentive and Award Plan, and (ii) any and all Post-Effective Amendments to the Registration Statement on Form S-8 (Registration No. 333-119399) as filed with the Securities and Exchange Commission with respect to Common Shares of the Company issuable or issued in connection with the Nordson Corporation 2004 Long-Term Performance Plan, giving and granting unto such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to be done in the premises, as fully as he or she might or could do if personally present, hereby ratifying and confirming all that each such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of this 2^nd day of March, 2021.

 

Name		Title		Date
/s/ Sundaram Nagarajan Sundaram Nagarajan		Director, President and Chief Executive Officer (Principal Executive Officer)		March 2, 2021
/s/ Joseph P. Kelley Joseph P. Kelley		Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		March 2, 2021
/s/ Michael J. Merriman, Jr. Michael J. Merriman, Jr.		Chair of the Board		March 2, 2021
/s/ John A. DeFord John A. DeFord		Director		March 2, 2021
/s/ Arthur L. George, Jr. Arthur L. George, Jr.		Director		March 2, 2021
/s/ Frank M. Jaehnert Frank M. Jaehnert		Director		March 2, 2021
/s/ Ginger M. Jones Ginger M. Jones		Director		March 2, 2021
/s/ Jennifer A. Parmentier Jennifer A. Parmentier		Director		March 2, 2021
/s/ Mary G. Puma Mary G. Puma		Director		March 2, 2021
/s/ Victor L. Richey, Jr. Victor L. Richey, Jr.		Director		March 2, 2021