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Item 10. Directors, Executive Officers and Corporate Governance

2K characters. Original on sec.gov ·

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item will be included in our proxy statement for the 2024 Annual Meeting of Stockholders under the following captions, and is incorporated herein by reference thereto: “Corporate Governance,” “Executive Officers,” “Delinquent Section 16(a) Reports,” “Report of the Audit Committee” and “Board of Directors Matters.”

Insider Trading Arrangements and Procedures

The company has adopted the Securities Trading Policy (the Trading Policy) to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the company. The Trading Policy prohibits trading in Company securities while in possession of material non‐public information (MNPI). The Trading Policy applies to all directors, officers and employees of the company (including its subsidiaries), anyone who lives in their household and family members whose transactions in company securities are directed by (or subject to the influence or control of) any such director, officer or employee. This Trading Policy also applies to any corporation, partnership, trust or other legal entity controlled by a director, officer or employee of the company and any contractors or consultants who may have access to MNPI concerning the company.

In addition, the Trading Policy prohibits our directors, executive officers, and certain other employees (collectively, Insiders) from buying or selling company securities during certain periods, referred to as “Blackout Periods,” and from entering into certain hedging transactions. Our Trading Policy also imposes additional trading restrictions applicable to our Insiders.

The foregoing summary of the Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Trading Policy attached hereto as Exhibit 19.1.

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