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Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Amendment to Second Amended and Restated Bylaws

On December 17, 2024, the Board of Directors approved an amendment (the “Bylaws Amendment”) to the Second Amended and Restated Bylaws of the Company, effective as of such date. The Bylaws Amendment modified the provision relating to the removal of directors by removing the conditions for which cause for removal would be deemed to exist.

Prior to the Bylaws Amendment, the then-existing bylaws provided that cause for removal of a director would be deemed to exist only if the director being removed had been convicted of a felony by a court of competent jurisdiction or had been adjudged by a court of competent jurisdiction to be liable for intentional misconduct or knowing violation of law in the performance of such director’s duty to the Company and, in each case, such adjudication was no longer subject to direct appeal.

 

A copy of the Second Amended and Restated Bylaws, as amended by the Bylaws Amendment, is attached to this Annual Report on Form 10-K as Exhibit 3(ii).1.

Adoption of 10b5-1 Trading Plans by Our Officers and Directors

 

Lynn F. White, Member Board of Directors

On December 11, 2024, Lynn F. White, a member of our Board of Directors, entered into a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides that Mr. White, acting through a broker, may sell up to an aggregate of 40,000 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock. Sales of shares under the plan may only occur from March 12, 2025 to December 31, 2025. The plan is scheduled to terminate on December 31, 2025, subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr. White or the broker, or as otherwise provided in the plan.

Other than as described above, during the three months ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Lynn F. White [Member]  
Trading Arrangements, by Individual  
Name Lynn F. White
Title Board of Directors
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 11, 2024
Rule 10b5-1 Arrangement Terminated true
Termination Date December 31, 2025
Arrangement Duration 295 days
Aggregate Available 40,000