FY2021 10-K Document - FINAL 11 15 21 - Flipbook - Page 89
Table of Contents
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A.
Controls and Procedures.
Disclosure Controls and Procedures.
We carried out an evaluation, under the supervision and with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are
effective as of the end of the period covered by this report, to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is
accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosures.
Management’s Report on Internal Control over Financial Reporting.
See the report appearing under Item 8, Financial Statements and Supplemental Data of this report.
Changes in Internal Control over Financial Reporting.
There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Other Information.
On November 15, 2021, the Board of Directors adopted amended and restated by-laws that incorporate prior
amendments and further amend the by-laws regarding the scope of responsibilities of the officers as provided for in
Article IV. The amended and restated by-laws are effective as of November 15, 2021. The above description does not
purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are filed as Exhibit 3.1 to this Annual Report on Form 10-K and incorporated by reference herein.
On November 15, 2021, the Executive Compensation Committee of the Board of Directors approved revised forms of
Award Agreements for Stock Appreciation Rights ("SARs") and Restricted Stock Units ("RSUs") authorizing (i)
acceleration of the vesting of SARs that have been outstanding for at least one year from their grant date upon an
employee’s termination of employment for reasons other than cause, death or disability after attaining normal
retirement age (i.e. age 65) or, in the case of officers of the Company, after attaining a combination of age and years
of service equal to or greater than 90 (the “Rule of 90”), (ii) SARs that become vested upon normal retirement or, in
the case of officers of the Company, upon satisfying the Rule of 90 to remain exercisable for the duration of the
original term of the award, and (iii) RSUs to remain eligible to be earned, subject to actual achievement of the
applicable performance goals, upon an employee’s termination of employment at least one year following the
commencement of the applicable performance period for reasons other than cause or death after attaining normal
retirement age or, in the case of officers of the Company, after satisfying the Rule of 90. The above description of the
revised forms of Award Agreements does not purport to be complete and is qualified in its entirety by reference to the
full text of the revised forms, which are filed as Exhibits 10.1 and 10.2 to this Annual Report on Form 10-K and
incorporated by reference herein.
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