filings.toolsItem 5. Other Information
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Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2023, each of the following directors and/or officers adopted or terminated a “Rule 10b5-1 trading arrangement”, as such term is defined in Item 408(a) of Regulation S-K. All trading plans that were adopted during the period were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5-1-(c) under the Securities Exchange Act of 1934, as amended, and our policies regarding transactions in our securities. No director or officer adopted or terminated a "non-Rule 10b5-1 trading arrangement," as such term is defined in Item 408(a) of Regulation S-K.
| Date | Action | Expiration Date | Total Shares to be Sold | |||||||||||
| Mike Campbell, Chief Sales Officer | May 17, 2023 | Adoption | April 30, 2024 | See footnote (1) | ||||||||||
| Scott Crenshaw, Executive Vice President and General Manager, Digital Services | May 26, 2023 | Adoption | September 30, 2023 | See footnote (2) | ||||||||||
| Charles Meyers, Director, Chief Executive Officer and President | May 12, 2023 | Adoption | April 30, 2024 | See footnote (3) | ||||||||||
| Peter Van Camp, Executive Chairman | May 12, 2023 | Adoption | April 30, 2024 | See footnote (4) |
(1)Mr. Campbell’s plan includes, subject to the achievement of performance conditions, the potential sale of shares for tax withholding and/or diversification purposes relating to awards totaling up to 11,014 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2023 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
(2)Mr. Crenshaw’s plan includes the potential sale of shares for tax withholding purposes relating to an award totaling up to 1,782 shares.
(3)Mr. Meyers' plan includes (a) 7,439 shares and (b) subject to the achievement of performance conditions, the potential sale of up to 40,280 shares for tax withholding and/or diversification purposes on a grant-by-grant basis. This plan also includes any shares to be granted under the 2023 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
(4)Mr. Van Camp’s plan includes, subject to the achievement of performance conditions, the potential sale of shares for tax withholding and/or diversification purposes relating to awards totaling up to 2,014 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2023 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
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