Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers




                       Long-Term Equity Incentive Awards

As a regular part of the Company's LTI program for senior management, on May 2, 2023 the Human Resources and Compensation Committee of the Company's Board of Directors awarded time-vested Restricted Stock Units (RSUs) to the participants in the LTI program, including the Company's three executive officers, effective May 2, 2023. The number of RSUs awarded to each executive officer was equal to a number of shares of common stock having a value on the award date of 50% of the recipient's target long-term incentive compensation for fiscal 2023. Upon vesting of the RSU awards, each RSU is convertible into one share of Company common stock distributable promptly after the vesting date, less shares withheld for taxes.

The terms of the awards are similar to those in recent prior RSU awards, but with the following material changes approved by the Human Resources and Compensation Committee for these and future RSU awards:

· The awards will vest in three equal portions approximately 18, 30 and 42

months after the month in which they are granted; for these awards vesting

will occur on the last NYSE trading days in November 2024, 2025 and 2026.

· On each regular quarterly dividend date occurring from the award date to and


   including the vesting date, the Company will accrue for the benefit of the
   recipient an amount equal to the cash dividend which would have been paid on a
   number of shares of Company common stock equal to the number of RSUs. The
   amount accrued with respect to each vested portion of the award will be paid
   out in cash at the time such portion of the award is distributed; but, if or to
   the extent the award does not vest or for any reason is not distributed, a like
   portion of the accrued amount will be cancelled and not paid.




For the Company's three executive officers, the numbers of RSUs granted were as
follows:



                                                                           Number of
Name and Title                                                           RSUs granted
Bryan H. Sayler, Chief Executive Officer & President                             7,489
Christopher L. Tucker, Senior Vice President & Chief Financial Officer           2,985
David M. Schatz, Senior Vice President, General Counsel & Secretary              1,548

Item 9.01 Financial Statements and Exhibits






(d)    Exhibits

Exhibit No. Description of Exhibit


  104           Cover Page Inline Interactive Data File

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