Item 13. Certain Relationships and Related Transactions, and Director Independence.

The following information is included in the Proxy Statement and is incorporated herein by reference:

• Information regarding transactions with related persons is set forth under “Corporate Governance and Board of Directors—Board Proposal No. 1 Election of Directors—Related-Person Transactions Policies and Procedures.”

• Information regarding director independence is set forth in the section entitled “Director Independence” under “Corporate Governance and Board of Directors—Board Proposal No. 1 Election of Directors.”