Exhibit 19.1
PROCEDURES AND GUIDELINES GOVERNING INSIDE TRADING AND TIPPING FOR ALL DIRECTORS, OFFICERS AND EMPLOYEES, THEIR FAMILY MEMBERS, AND SPECIALLY DESIGNATED OUTSIDERS
In order to comply with federal and state securities laws governing (a) trading in Company securities while in the possession of “material nonpublic information” concerning the Company, and (b) tipping or disclosing material nonpublic information to outsiders, and in order to prevent even the appearance of improper insider trading or tipping, the Company has adopted this policy for all of its directors, officers and employees, their family members, and specially designated outsiders who have access to the Company’s material nonpublic information.
The Company has designated those persons listed on Exhibit A attached hereto as the directors and officers who are subject to the reporting provisions and trading restrictions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the underlying rules and regulations promulgated by the SEC. Section 16 Individuals must obtain prior approval of all trades in Company securities from the Compliance Officer in accordance with the procedures set forth in Section VI.C below. The Company will amend Exhibit A from time to time as necessary to reflect the addition, resignation or departure of Section 16 Individuals.
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Approved: January 8, 2024
The Company has designated those persons listed on Exhibit B attached hereto as Key Employees who, because of their position with the Company and their access to material nonpublic information. The Company will amend Exhibit B from time to time as necessary to reflect the addition, resignation or departure of Key Employees. Other employees may be designated Key Employees by the Compliance Officer and listed on Exhibit B with respect to certain transactions or certain periods as designated by the Compliance Officer.
The Company has designated the Company’s General Counsel as its Insider Trading Compliance Officer (the “Compliance Officer”). In the absence of a General Counsel, the Company’s Chief Financial Officer will serve as the Compliance Officer. The Compliance Officer will review and either approve or prohibit all proposed trades by Section 16 Individuals in accordance with the procedures set forth in Section VI.C below.
In addition to the trading approval duties described in Section VI.C below, the duties of the Compliance Officer will include the following:
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Approved: January 8, 2024
Information about the Company is “material if it would be expected to affect the investment or voting decisions of the reasonable shareholder or investor, or if the disclosure of the information would be expected to significantly alter the total mix of the information in the marketplace about the Company. In simple terms, material information is any type of information which could reasonably be expected to affect the price of Company securities. While it is not possible to identify all information that would be deemed “material”, the following types of information ordinarily would be considered material:
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Material information is “nonpublic” if it has not been widely disseminated to the public through major newswire services, national news services and financial news services. For the purposes of this policy, information will be considered public, i.e., no longer “nonpublic”, after the close of trading two full trading days following the Company’s widespread public release of the information.
Any Insiders who are unsure whether the information that they possess is material or nonpublic must consult the Compliance Officer for guidance before trading in any Company securities.
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a. the person trading has notified the Compliance Officer in writing of the amount and nature of the proposed trade(s),
b. the person trading has certified to the Compliance Officer in writing no earlier than two business days prior to the proposed trade(s) that (i) he or she is not in possession of material nonpublic information concerning the Company and (ii) the proposed trade(s) do not violate the trading restrictions of Section 16 of the Exchange Act or Rule 144 of the Securities Act, and
c. the Compliance Officer has approved the trade(s) and has certified his approval in writing.
a. the person trading has notified the Compliance Officer in writing of the circumstances of the hardship and the amount and nature of the proposed trade(s).
b. the person trading has certified to the Compliance Officer in writing no earlier than two business days prior to the proposed trade(s) that he or she
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is not in possession of material nonpublic information concerning the Company, and
c. the Compliance Officer has approved the trade(s) and has certified his approval in writing.
The trading prohibitions and restrictions set forth in this policy will be superseded by any greater prohibitions or restrictions prescribed by federal or state securities laws and regulations, e.g., short-swing trading by Section 16 Individuals or restrictions on the sale of securities subject to Rule 144 under the Securities Act of 1933. Any Insider who is uncertain whether other prohibitions or restrictions apply should ask the Compliance Officer.
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Approved: January 8, 2024
Rule 10b5-1 plans have the obvious advantage of providing an affirmative defense against insider trading liability. However, they also require advance commitments regarding the amounts, prices and timing of purchases or sales of Company securities and thus limit flexibility and discretion. In addition, once a Rule 10b5-1 plan has been adopted, it is generally not permissible to amend or modify such plan. Accordingly, while some individuals may find Rule 10b5-1 plans attractive, they may not be suitable for all Insiders.
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Approved: January 8, 2024
a. Pre-Approval. For a Rule 10b5-1 plan to serve as an adequate defense against an allegation of insider trading, a number of legal requirements must be satisfied. Accordingly, any Insider wishing to establish a Rule 10b5-1 plan must first receive approval from the Compliance Officer or his or her designee. Section 16 Individuals wanting to establish a Rule 10b5-1 plan must also satisfy the following notice and certification requirements:
(i) the Section 16 Individual must certify to the Compliance Officer in writing no earlier than two business days prior to submitting a request to establish a Rule 10b5-1 plan that he or she is not in possession of material nonpublic information concerning the Company, and
(ii) the Compliance Officer must approve the establishment of the Rule 10b5-1 plan and certified his approval in writing.
The Compliance Officer may disapprove any submitted Rule 10b5-1 plan, or to require the inclusion of additional provisions in any submitted Rule 10b5-1 plan designed to protect the Company, whether before or after the date of approval of such plan by the Compliance Officer.
b. Material Nonpublic Information and Blackouts. An Insider desiring to enter into a Rule 10b5-1 plan must enter into the plan at a time when the Insider is not aware of any material nonpublic information about the Company or otherwise subject to a special blackout period.
c. Trading Window. In addition to VI.F.2.b., Section 16 Individuals and Key Employees may only establish a Rule 10b5-1 plan during a trading window.
d. 30-Day Waiting Period. To avoid even the appearance of impropriety, the Company requires a waiting period of 30 days between the date the Rule 10b5-1 plan is adopted and the date of the first possible transaction under the plan.
e. Section 16 Reporting. Section 16 Individuals must report each trade under Rule 10b5-1 plan immediately after it is made or a process should be established whereby the Section 16 Individual’s broker reports such trades to the Compliance Officer so that all required SEC reports relating to insider trading may be timely filed.
f. Trading outside of the Rule 10b5-1 Plan. Anyone making additional trades under this policy outside of their Rule 10b5-1plan must satisfy all applicable requirements of this policy in connection with such trades, including having such trades pre-cleared by the Compliance Officer under Section VI.C above, and restricting these trades to the established window periods under Section VI.B above. Purchases and sales made outside of the Rule 10b5-1 plan may not operate as a hedge against the actual or anticipated trading established under the plan.
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Approved: January 8, 2024
The consequences of prohibited insider trading or tipping can be severe. Persons violating insider trading or tipping rules may be required to disgorge the profit made or the loss avoided by the trading, pay the loss suffered by the person who purchased securities from or sold securities to the insider tippee, pay civil penalties up to three times the profit made or loss avoided, pay a criminal penalty of up to several million dollars, and serve a jail term of up to twenty years. The Company and/or the supervisors of the person violating the rules may also be required to pay major civil or criminal penalties.
Violation of this policy or federal or state insider trading or tipping laws by any director, officer or employee, or their family members, may subject the director to dismissal proceedings and the officer or employee to disciplinary action by the Company up to and including termination for cause.
Any Insider who violates this policy or any federal or state laws governing insider trading or tipping or knows of any such violation by any other Insiders, must report the violation immediately to the Compliance Officer. Upon learning of any such violation, the Compliance Officer will determine whether the Company should release any material nonpublic information, or whether the Company should report the violation to the SEC or other appropriate governmental authority.
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Please direct all inquiries regarding any of the provisions or procedures of this policy to the Compliance Officer.
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RECEIPT AND ACKNOWLEDGMENT
I, ______________________________, hereby acknowledge that I have received and read a copy of the “Procedures and Guidelines Governing Insider Trading and Tipping” and agree to comply with its terms. I understand that violation of insider trading or tipping laws or regulations may subject me to severe civil and/or criminal penalties, and that violation of the terms of the above titled policy may subject me to discipline by the Company up to and including termination for cause.
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Signature | Date |
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Approved: January 8, 2024
EXHIBIT A
SECTION 16 INDIVIDUALS
EXHIBIT B
KEY EMPLOYEES
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APPLICATION AND APPROVAL FORM FOR TRADING BY SECTION 16 INDIVIDUALS
Name:
Title:
Proposed Trade Date:
Type of Security to be Traded:
Type of Trade (Purchase/Sale):
EXAMPLES OF MATERIAL NONPUBLIC INFORMATION
While it is not possible to identify all information that would be deemed “material nonpublic information”, the following types of information ordinarily would be included in the definition if not yet publicly released by the Company:
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CERTIFICATION
I, ______________________________, hereby certify that (i) I am not in possession of any “material nonpublic information” concerning the Company (as defined in the Company’s “Procedures and Guidelines Governing Insider Trading and Tipping”) and (ii) to the best of my knowledge, the proposed trade(s) listed above do not violate the trading restrictions of Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act of 1933. I understand that if I trade while possessing such information or in violation of such trading restrictions, I may be subject to severe civil and/or criminal penalties, and may be subject to discipline by the Company up to and including termination for cause.
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Signature | Date |
REVIEW AND DECISION
The undersigned hereby certifies that the Insider Trading Compliance Officer has reviewed the foregoing application and _____ APPROVES _____ PROHIBITS the proposed trade(s).
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Insider Trading Compliance Officer (or Designee) | Date |
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Approved: January 8, 2024
APPLICATION AND APPROVAL FORM FOR TRADING BY SECTION 16 INDIVIDUALS OR KEY EMPLOYEES IN HARDSHIP SITUATIONS
Name:
Title:
Proposed Trade Date:
Type of Security to be Traded:
Type of Trade (Purchase/Sale):
Number of Shares to be Traded:
Reasons for Trading:
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EXAMPLES OF MATERIAL NONPUBLIC INFORMATION
While it is not possible to identify all information that would be deemed “material nonpublic information”, the following types of information ordinarily would be included in the definition if not yet publicly released by the Company:
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CERTIFICATION
I, ______________________________, hereby certify that (i) I am not in possession of any “material nonpublic information” concerning the Company (as defined in the Company’s “Procedures and Guidelines Governing Insider Trading and Tipping”) and (ii) to the best of my knowledge, the proposed trade(s) listed above do not violate the trading restrictions of Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act of 1933. I understand that if I trade while possessing such information or in violation of such trading restrictions, I may be subject to severe civil and/or criminal penalties, and may be subject to discipline by the Company up to and including termination for cause.
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Signature | Date |
REVIEW AND DECISION
The undersigned hereby certifies that the Insider Trading Compliance Officer has reviewed the foregoing application and _____ APPROVES _____ PROHIBITS the proposed trade(s).
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Insider Trading Compliance Officer (or Designee) | Date |
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Approved: January 8, 2024
APPLICATION AND APPROVAL FORM FOR ESTABLISHMENT OF 10B5-1 PLANS BY SECTION 16 INDIVIDUALS
Name:
Title:
Proposed Establishment Date:
EXAMPLES OF MATERIAL NONPUBLIC INFORMATION
While it is not possible to identify all information that would be deemed “material nonpublic information”, the following types of information ordinarily would be included in the definition if not yet publicly released by the Company:
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Approved: January 8, 2024
CERTIFICATION
I, ______________________________, hereby certify that I am not in possession of any “material nonpublic information” concerning the Company (as defined in the Company’s “Procedures and Guidelines Governing Insider Trading and Tipping”).
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Signature | Date |
REVIEW AND DECISION
The undersigned hereby certifies that the Insider Trading Compliance Officer has reviewed the foregoing application and _____ APPROVES _____ PROHIBITS the establishment of a 10b5-1 plan.
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Insider Trading Compliance Officer (or Designee) | Date |
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Approved: January 8, 2024