Item 5. Other Information

(a) Frequency of Say on Pay

As previously reported on Form 8-K, in a non-binding advisory vote on the frequency of future advisory votes on named executive officer compensation held at the Company's 2023 annual meeting of stockholders ("2023 annual meeting") on May 11, 2023, 118,490,155 shares voted for one year, 42,655 shares voted for two years, 2,617,556 shares voted for three years, 143,368 shares abstained and there were 7,347,846 broker non-votes. The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s board of directors in the proxy statement for the 2023 annual meeting, that the Company will hold future votes to approve the compensation paid to the Company’s named executive officers (“say on pay votes”) on an annual basis until the next required vote on the frequency of say on pay votes. This disclosure is intended to satisfy Item 5.07(d) of Form 8-K.

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(c) Director and Officer Trading Arrangements

The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of Company securities adopted, terminated or for which the amount, pricing or timing provisions were modified by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):

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