Item 5. Other Information
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2024, each of the following directors and/or officers adopted a “Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K. All trading plans were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5- (c) under the Securities Exchange Act of 1934, as amended, and our policies regarding transactions in our securities.
| Adoption Date | Start Date | End Date | Total Shares to be Sold | |||||||||||
| Mike Campbell, Chief Sales Officer | 5/21/2024 | 1/16/2025 | 4/30/2025 | See footnote (1) | ||||||||||
| Scott Crenshaw, EVP and GM, Digital Services | 5/31/2024 | 1/16/2025 | 9/30/2025 | See footnote (2) | ||||||||||
| Brandi Galvin Morandi, Chief Legal and HR Officer | 6/6/2024 | 9/5/2024 | 4/30/2025 | See footnote (3) | ||||||||||
| Jon Lin, EVP and GM, Data Center Services | 6/6/2024 | 1/16/2025 | 4/30/2025 | See footnote (4) | ||||||||||
| Charles Meyers, Executive Chairman | 6/5/2024 | 9/4/2024 | 4/30/2025 | See footnote (5) | ||||||||||
| Keith Taylor, Chief Financial Officer | 5/30/2024 | 9/3/2024 | 4/30/2025 | See footnote (6) | ||||||||||
| Merrie Williamson, Chief Customer and Revenue Officer | 5/29/2024 | 9/4/2024 | 4/30/2025 | See footnote (7) |
(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 11,360 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2024 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, 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 7,759 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2024 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
(3)Ms. Morandi’s plan includes (a) 3,453 shares and (b) 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 11,208 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2024 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
(4)Mr. Lin’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 7,620 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2024 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
(5)Mr. Meyer’s plan includes (a) 6,234 shares and (b) subject to the achievement of performance conditions, the potential sale of up to 30,301 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 2024 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
(6)Mr. Taylor’s plan includes (a) 3,000 shares and (b) subject to the achievement of performance conditions, the potential sale of up to 16,099 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 2024 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
(7)Ms. Williamson’s plan includes (a) 576 shares and (b) 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 5,251 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2024 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
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