Item 9B. Other Information.
6K characters. Original on sec.gov ·
Item 9B. Other Information.
Securities Trading Plans of Directors and Executive Officers
On November 17, 2025, Donald J. Smith, Senior Vice President – Operations, adopted a stock trading plan (the “Smith Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Smith Plan will commence on February 17, 2026, and will automatically terminate on the earlier of February 17, 2027, and the completion of all the contemplated transactions set forth therein. The Smith Plan provides for (i) the potential cashless exercise and sale of up to 4,842 stock options, pursuant to which shares of our common stock will be withheld or sold to cover the option exercise price, tax obligations, commission and fees; and (ii) the potential sale of all net after-tax shares of our common stock received from the payout of performance share unit (“PSU”) equity compensation awards for the performance period ended December 31, 2025. Each of the contemplated transactions will occur upon our common stock reaching specified market prices. Mr. Smith received a target grant of 10,526 PSU awards with a performance period ended December 31, 2025; the number of shares to be paid out to Mr. Smith on account of these PSU awards can range from zero to 200% of the initial target grant. As a result, the number of shares of common stock to potentially be sold pursuant to the Smith Plan will be determined in the first quarter of 2026 based on certification by the Management Development and Compensation Committee of the Board of Directors of the Company’s achievement relative to applicable performance measures for the underlying PSU awards.
On November 30, 2025, Tara J. Hemmer, Senior Vice President and Chief Sustainability Officer, adopted a stock trading plan (the “Hemmer Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Hemmer Plan will commence on March 2, 2026, and will automatically terminate on the earlier of May 29, 2026, and the completion of all the contemplated transactions set forth therein. The Hemmer Plan provides for the potential sale of up to 66% of net after-tax shares of our common stock received from the payout of PSU equity compensation awards, for the performance period ended December 31, 2025, upon our common stock reaching specified market prices. Ms. Hemmer received a target grant of 9,474 PSU awards with a performance period ended December 31, 2025; the number of shares to be paid out to Ms. Hemmer on account of these PSU awards can range from zero to 200% of the initial target grant. As a result, as described above in connection with the Smith Plan, the number of shares of common stock to potentially be sold pursuant to the Hemmer Plan will be determined in the first quarter of 2026.
On November 30, 2025, Michael J. Watson, Senior Vice President and Chief Customer Officer, adopted a stock trading plan (the “Watson Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Watson Plan will commence on March 2, 2026, and will automatically terminate on the earlier of February 26, 2027, and the completion of all the contemplated transactions set forth therein. The Watson Plan provides for (i) the potential cashless exercise and sale of up to 12,642 stock options, pursuant to which shares of our common stock will be withheld or sold to cover the option exercise price, tax obligations, commission and fees; and (ii) the potential sale of all net after-tax shares of our common stock received from the payout of PSU equity compensation awards for the performance period ended December 31, 2025. Each of the contemplated transactions will occur upon our common stock reaching specified market prices. Mr. Watson received a target grant of 7,474 PSU awards with a performance period ended December 31, 2025; the number of shares to be paid out to Mr. Watson on account of these PSU awards can range from zero to 200% of the initial target grant. As a result, as described above in connection with the Smith Plan, the number of shares of common stock to potentially be sold pursuant to the Watson Plan will be determined in the first quarter of 2026.
On December 4, 2025, John J. Morris, Jr., President and Chief Operating Officer, adopted a stock trading plan (the “Morris Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Morris Plan will commence on March 6, 2026, and will automatically terminate on the earlier of February 2, 2027, and the completion of all the contemplated transactions set forth therein. The Morris Plan provides for (i) the potential cashless exercise of up to 5,484 stock options, pursuant to which shares of our common stock will be withheld or sold to cover the option exercise price, tax obligations, commission and fees, and Mr. Morris will then receive all remaining shares of common stock after the settlement; and (ii) the potential sale of up to 75% of net after-tax shares of our common stock received from the payout of PSU equity compensation awards for the performance period ended December 31, 2025. Each of the contemplated transactions will occur upon our common stock reaching specified market prices. Mr. Morris received a target grant of 14,210 PSU awards with a performance period ended December 31, 2025; the number of shares to be paid out to Mr. Morris on account of these PSU awards can range from zero to 200% of the initial target grant. As a result, as described above in connection with the Smith Plan, the number of shares of common stock to potentially be sold pursuant to the Morris Plan will be determined in the first quarter of 2026.
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