Item 13. Certain Relationships and Related Transactions,

and Director Independence

Information about certain relationships and related

transactions, as required by Item 404 of Regulation S-K, is

incorporated herein by reference from the discussion under

the heading “Other Items - Certain Relationships and Related

Transactions” in the Proxy Statement. Information about

director independence, as required by Item 407(a) of

Regulation S-K, is incorporated herein by reference from the

discussion under the heading “Our Board - Director

Nominees” in the Proxy Statement.