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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-21 · 104 added, 105 removed, 137 unchanged (60% of the section changed)

51 unchanged sentences

Not applicable.

Except for the information set forth below under Item 12 with respect to securities authorized for issuance under the registrant's equity compensation plans, the information called for by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions and Director Independence) and Item 14 (Principal Accountant Fees and Services) is incorporated herein by reference to the registrant's definitive proxy statement for its 2024 annual meeting of shareholders, which definitive proxy statement will be filed with the Securities and Exchange Commission by April 11, 2024.

For the purpose of calculating the aggregate market value of the voting stock of the registrant held by non-affiliates as shown on the cover page of this report, it has been assumed that the directors and executive officers of the registrant, as will be set forth in the Company's definitive proxy statement for its 2024 annual meeting of shareholders, are the only affiliates of the registrant.

However, this should not be deemed to constitute an admission that all of such persons are, in fact, affiliates or that there are not other persons who may be deemed affiliates of the registrant.

Except for the information set forth below the information called for by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions and Director Independence) and Item 14 (Principal Accountant Fees and Services) is incorporated herein by reference to the registrant's definitive proxy statement for its 2025 annual meeting of shareholders, which definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K (the “2025 proxy statement”).

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

It is also the policy of the Company to comply with all insider trading laws and regulations.

The other information required by this item is incorporated by reference to our 2025 proxy statement.

EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to our 2025 proxy statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

In addition to the information about the security ownership of certain beneficial owners and management and related stockholder matters which is incorporated herein by reference to the Company's definitive proxy statement for the Company's 2024 annual meeting of shareholders, the following table includes information as of December 31, 2023 regarding shares of common stock authorized for issuance under the Company's equity compensation plan.

In addition to the information about the security ownership of certain beneficial owners and management and related stockholder matters which is incorporated herein by reference to our 2025 definitive proxy statement, the following table includes information as of December 31, 2024 regarding shares of common stock authorized for issuance under the Company's equity compensation plan.

The Company's shareholders approved the plan in 2020.

8 unchanged sentences

compensation plan

Equity compensation plan approved by security holders (1)

Equity compensation plans approved by security holders (1)

— $ — 1,699,209

2 unchanged sentences

See Note 17, "Stock-based Compensation," to the Company's consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data," in this report.

Also includes the Company’s 2024 Employee Stock Purchase Plan under which there are no outstanding options but 484,565 shares available for issuance as of December 31, 2024.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to our 2025 proxy statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Our independent registered public accounting firm is Deloitte & Touche LLP, Boston, Massachusetts, Auditor Firm ID:

The information required by this item is incorporated by reference to our 2025 proxy statement.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

22 unchanged sentences

/s/ MICHAEL L.

BATTLES Co-Chief Executive Officer and Co-President February 21, 2024

BATTLES Director, Co-Chief Executive Officer and Co-President

February 19, 2025

Battles (Principal Executive Officer)

GERSTENBERG Co-Chief Executive Officer and Co-President February 21, 2024

GERSTENBERG Director, Co-Chief Executive Officer and Co-President

February 19, 2025

Gerstenberg (Principal Executive Officer)

19 unchanged sentences

EXHIBIT INDEX

Description Location

Agreement and Plan of Merger dated as of October 26, 2012 among Safety-Kleen, Inc., Clean Harbors, Inc., and CH Merger Sub, Inc.

2.7 Stock Purchase Agreement by and among Clean Harbors, Inc., LJ Energy Services Holdings LLC, and LJ Energy Services Intermediate Holding Corp.

dated August 3, 2021

3.1A Restated Articles of Organization of Clean Harbors, Inc.

3.1B Articles of Amendment [as filed on May 9, 2011] to Restated Articles of Organization of Clean Harbors, Inc.

3.4D Amended and Restated By-Laws of Clean Harbors, Inc.

3.4E Description of rights of holders of Clean Harbors, Inc.

(Incorporated by reference to the Exhibit 2.6 to the Company’s Form 8-K filed on October 31, 2012.)

Restated Articles of Organization of Clean Harbors, Inc.

(Incorporated by reference to the Exhibit 3.1A to the Company's Form 8-K Report filed on May 19, 2005.)

Articles of Amendment as filed on May 9, 2011 to Restated Articles of Organization of Clean Harbors, Inc.

(Incorporated by reference to the Exhibit 3.1B to the Company's Form 8-K Report filed on May 12, 2011.)

Amended and Restated By-Laws of Clean Harbors, Inc.

(Incorporated by reference to the Exhibit 3.4D to the Company's Form 8-K Report filed on March 16, 2022.)

Description of Registrant's Securities (Incorporated by reference to prospectus supplement dated November 28, 2012 filed on November 28, 2012 under the Company’s Registration Statement on Form S-3 (File No.

Indenture dated as of July 2, 2019, among Clean Harbors, Inc., as Issuer, the subsidiaries of Clean Harbors, Inc.

named therein as Guarantors, and U.S.

Bank National Association, as Trustee Indenture dated as of January 24, 2023, among Clean Harbors, Inc., the subsidiaries of Clean Harbors, Inc.

named therein as Guarantors, and U.S.

Bank Trust Company, National Association, as Trustee

Indenture dated as of January 24, 2023, among Clean Harbors, Inc., the subsidiaries of Clean Harbors, Inc.

named therein as Guarantors, and U.S.

Bank Trust Company, National Association, as Trustee (Incorporated by reference to the Exhibit 4.46 to the Company's Form 8-K Report filed on January 25, 2023.)

Sixth Amended and Restated Credit Agreement dated as of October 28, 2020 among Clean Harbors, Inc., as the U.S.

Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto

Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto (Incorporated by reference to the Exhibit 4.34 to the Company's Form 8-K Report filed on October 30, 2020.)

First Amendment dated April 28, 2023 to Sixth Amended and Restated Credit Agreement dated as of October 28, 2020 among Clean Harbors, Inc., as the U.S.

Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent and the Lenders party thereto

4.34.2 Sixth Amended and Restated Credit Agreement dated as of October 28, 2020, as amended through First Amendment thereto dated April 28, 2023, among Clean Harbors, Inc., as the U.S.

Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent and the Lenders party thereto

4.34B Amended and Restated Security Agreement (Canadian Domiciled Loan Parties) dated as of November 1, 2016 among Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower and a Grantor, the subsidiaries of Clean Harbors, Inc.

listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent

4.34C Amended and Restated Guarantee (U.S.

Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent and the Lenders party thereto (Incorporated by reference to the Exhibit 4.34.1 to the Company's Form 10-Q Quarterly Report for the Quarterly Period ended March 31, 2023.)

Amended and Restated Security Agreement (Canadian Domiciled Loan Parties) dated as of November 1, 2016 among Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower and a Grantor, the subsidiaries of Clean Harbors, Inc.

listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent (Incorporated by reference to the Exhibit 4.34B to the Company's Form 8-K Report filed on November 2, 2016.)

Amended and Restated Guarantee (U.S.

Domiciled Loan Parties-U.S.

2 unchanged sentences

named therein in favor of Bank of America, N.A., as Agent for itself and the other U.S.

Facility Secured Parties

4.34D Amended and Restated Guarantee (Canadian Domiciled Loan Parties-Canadian Facility Obligations) dated as of November 1, 2016 executed by the Canadian Domiciled Subsidiaries of Clean Harbors, Inc.

named therein in favor of Bank of America, N.A., as Agent for itself and the other Canadian Facility Secured Parties

4.34E Amended and Restated Guarantee (U.S.

Facility Secured Parties (Incorporated by reference to the Exhibit 4.34C to the Company's Form 8-K Report filed on November 2, 2016.)

Amended and Restated Guarantee (Canadian Domiciled Loan Parties-Canadian Facility Obligations) dated as of November 1, 2016 executed by the Canadian Domiciled Subsidiaries of Clean Harbors, Inc.

named therein in favor of Bank of America, N.A., as Agent for itself and the other Canadian Facility Secured Parties (Incorporated by reference to the Exhibit 4.34D to the Company's Form 8-K Report filed on November 2, 2016.)

Amended and Restated Guarantee (U.S.

Domiciled Loan Parties-Canadian Facility Obligations) dated as of November 1, 2016 executed by Clean Harbors, Inc.

Domiciled Subsidiaries of Clean Harbors, Inc.

named therein in favor of Bank of America, N.A., as Agent for itself and the other Canadian Facility Secured Parties

4.34G Second Amended and Restated Security Agreement (U.S.

named therein in favor of Bank of America, N.A., as Agent for itself and the other Canadian Facility Secured Parties (Incorporated by reference to the Exhibit 4.34E to the Company's Form 8-K Report filed on November 2, 2016.)

Second Amended and Restated Security Agreement (U.S.

Domiciled Loan Parties) dated as of June 30, 2017, among Clean Harbors, Inc., as the U.S.

Borrower and a Grantor, the subsidiaries of Clean Harbors, Inc.

listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent

4.34K Amended and Restated Confirmation and Ratification of Ancillary Loan Documents dated as of October 28, 2020 among Clean Harbors, Inc., as the U.S.

listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent (Incorporated by reference to the Exhibit 4.34G to the Company's Form 8-K Report filed on June 30, 2017.)

Amended and Restated Confirmation and Ratification of Ancillary Loan Documents dated as of October 28, 2020 among Clean Harbors, Inc., as the U.S.

Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, the subsidiaries of Clean Harbors, Inc.

listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent for its own benefit and the benefit of the other Lenders and Credit Parties

4.43 Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto

4.43A Security Agreement dated as of June 30, 2017, among Clean Harbors, Inc.

and its subsidiaries listed on Annex A thereto or that become a party thereto as the Grantors, and Goldman Sachs Lending Partners LLC, as the Agent

4.43B First Amendment to Credit Agreement dated as of April 17, 2018, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto

4.43C Incremental Facility Amendment dated July 19, 2018, to Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto

4.43D Incremental Facility Amendment No.

2 to Credit Agreement, dated as of October 8, 2021, to Credit Agreement dated as of June 30, 2017, as previously amended, among Clean Harbors, Inc., as the Borrower, each of the entities listed as an Incremental Lender on the signature pages thereto, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, and the other Loan Parties as of the date thereof

4.43E Amendment No.

3 to Credit Agreement, dated June 3, 2023, among Clean Harbors, Inc., as Borrower, and Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, to that certain Credit Agreement dated as of June 30, 2017, as previously amended, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto

4.43F Amendment No.

listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent for its own benefit and the benefit of the other Lenders and Credit Parties (Incorporated by reference to the Exhibit 4.34K to the Company's Form 8-K Report filed on October 30, 2020.)

Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto (Incorporated by reference to the Exhibit 4.43 to the Company's Form 8-K Report filed on June 30, 2017.)

Security Agreement dated as of June 30, 2017, among Clean Harbors, Inc.

and its subsidiaries listed on Annex A thereto or that become a party thereto as the Grantors, and Goldman Sachs Lending Partners LLC, as the Agent (Incorporated by reference to the Exhibit 4.43A to the Company's Form 8-K Report filed on June 30, 2017.)

First Amendment to Credit Agreement dated as of April 17, 2018, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto (Incorporated by reference to the Exhibit 4.43B to the Company's Form 8-K Report filed on April 17, 2018.)

Incremental Facility Amendment dated July 19, 2018, to Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto (Incorporated by reference to the Exhibit 4.43C to the Company's Form 8-K filed on July 20, 2018.)

Incremental Facility Amendment No.

Amendment No.

4 to Credit Agreement dated as of December 27, 2023, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc.

as Borrower, and the Loan Guarantors from time to time party thereto.

(Incorporated by reference to the Exhibit 4.43F to the Company's Form 8-K Report filed on December 28, 2023.)

Intercreditor Agreement dated as of June 30, 2017, among Clean Harbors, Inc., and the subsidiaries of Clean Harbors, Inc.

listed on the signature pages thereto (together with any subsidiary that becomes a party thereto after the date thereof), Bank of America, N.A., as the Initial ABL Agent, and Goldman Sachs Lending Partners LLC, as agent under the Term Loan Agreement

4.45 Indenture dated as of July 2, 2019, among Clean Harbors, Inc., as Issuer, the subsidiaries of Clean Harbors, Inc.

named therein as Guarantors, and U.S.

Bank National Association, as Trustee

4.46 Indenture dated as of January 24, 2023, among Clean Harbors, Inc., the subsidiaries of Clean Harbors, Inc.

named therein as Guarantors, and U.S.

Bank Trust Company, National Association, as Trustee

10.43* Key Employee Retention Plan

10.43A* Form of Severance Agreement under Key Employee Retention Plan with Confidentiality and Non-Competition Agreement

10.52D* Clean Harbors, Inc.

Amended and Restated Management Incentive Plan

Key Employee Retention Plan (Incorporated by reference to the Exhibit 10.43 to the Company's Form 10-Q Quarterly Report for the quarterly period ended March 31, 1999.)

Form of Severance Agreement under Key Employee Retention Plan with Confidentiality and Non-Competition Agreement (Incorporated by reference to the Exhibit 10.43A to the Company's Form 10-K Annual Report for the Year ended December 31, 2010.)

Clean Harbors, Inc.

2020 Stock Incentive Plan

10.58A* Form of Restricted Stock Award Agreement [Non-Employee Director] [for use under 2020 Stock Incentive Plan]

10.58B* Form of Restricted Stock Award Agreement [Employee] [for use under Clean Harbors, Inc.

2020 Stock Incentive Plan]

10.58C* Form of Performance-Based Restricted Stock Award Agreement [for use under Clean Harbors, Inc.

2020 Stock Incentive Plan]

10.59* Michael Battles accepted offer letter dated November 1, 2022

10.60* Severance Agreement dated as of November 1, 2022 between Michael Battles and the Company

10.61* Eric Gerstenberg accepted offer letter dated November 1, 2022

10.62* Severance Agreement dated as of November 1, 2022 between Eric Gerstenberg and the Company

10.63* Alan McKim accepted offer letter dated November 1, 2022

10.64* Eric J.

Dugas accepted offer letter dated February 24, 2023

10.65* Brian Weber accepted offer letter dated February 24, 2023

19 Insider Trading Policy

Filed herewith

21 Subsidiaries

Filed herewith

Amended and Restated Management Incentive Plan (Incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2021 annual meeting of shareholders filed on April 23, 2021.)

Clean Harbors, Inc.

2020 Stock Incentive Plan (Incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2020 annual meeting of shareholders filed on April 24, 2020.)

Form of Restricted Stock Award Agreement [Non-Employee Director] [for use under 2020 Stock Incentive Plan] (Incorporated by reference to the Exhibit 10.58A to the Company's Form 8-K Report filed on June 3, 2020.)

Form of Restricted Stock Award Agreement [Employee] [for use under Clean Harbors, Inc.

2020 Stock Incentive Plan] (Incorporated by reference to the Exhibit 10.58B to the Company's Form 8-K Report filed on June 3, 2020.)

Form of Performance-Based Restricted Stock Award Agreement [for use under Clean Harbors, Inc.

2020 Stock Incentive Plan] (Incorporated by reference to the Exhibit 10.58C to the Company's Form 8-K Report filed on June 3, 2020.)

Michael Battles Offer Letter dated November 1, 2022 (Incorporated by reference to the Exhibit 10.59 to the Company's Form 8-K Report filed on November 2, 2022.)

Severance Agreement dated as of November 1, 2022 between Michael Battles and the Company (Incorporated by reference to the Exhibit 10.60 to the Company's Form 8-K Report filed on November 2, 2022.)

Eric Gerstenberg Offer Letter dated November 1, 2022 (Incorporated by reference to the Exhibit 10.61 to the Company's Form 8-K Report filed on November 2, 2022.)

Severance Agreement dated as of November 1, 2022 between Eric Gerstenberg and the Company (Incorporated by reference to the Exhibit 10.62 to the Company's Form 8-K Report filed on November 2, 2022.)

Alan McKim Offer Letter dated November 1, 2022 (Incorporated by reference to the Exhibit 10.63 to the Company's Form 8-K Report filed on November 2, 2022.)

Dugas Offer Letter dated February 24, 2023 (Incorporated by reference to the Exhibit 10.64 to the Company's Form 8-K Report filed on March 1, 2023.)

Brian Weber Offer Letter dated February 24, 2023 (Incorporated by reference to the Exhibit 10.65 to the Company's Form 8-K Report filed on March 1, 2023.)

10.31 Incremental Facility Amendment No.

5 to Credit Agreement, dated as of March 22, 2024, to Credit Agreement dated as of June 30, 2017, as previously amended, among Clean Harbors, Inc., as the Borrower, each of the entities listed as an Incremental Lender on the signature pages thereto, Goldman Sachs Lending Partners LLC, as administrative agent and collateral agent, and the other Loan Parties party thereto.

(Incorporated by reference to Exhibit 4.43G to the Company's Current Report on Form 8-K filed on March 25, 2024.)

10.32 Second Amendment, dated as of March 22, 2024 to Sixth Amended and Restated Credit Agreement dated as of October 28, 2020, as amended, among Clean Harbors, Inc., as the U.S.

Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent and the Lenders party thereto.

(Incorporated by reference to Exhibit 4.34 3 to the Company's Current Report on Form 8-K filed on March 25, 2024.)

10.33 Seventh Amended and Restated Credit Agreement dated as of June 28, 2024 among Clean Harbors, Inc., as the U.S.

Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto (Incorporated by reference to Exhibit 4.43.3 to the Company’s Current Report on Form 8-K filed on July 2, 2024.)

10.34 Second Amended and Restated Confirmation and Ratification of Ancillary Loan Documents dated as of June 28, 2024 among Clean Harbors, Inc., as the U.S.

Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, the subsidiaries of Clean Harbors, Inc.

listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent for its own benefit and the benefit of the other Lenders and Credit Parties (Incorporated by reference to Exhibit 4.43I to the Company’s Current Report on Form 8-K filed on July 2, 2024.)

Clean Harbors Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.66 to the Company’s Current Report on Form 8-K filed on May 23, 2024.)

10.36 Amendment No.

6 to Credit Agreement dated as of October 8, 2024, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto (Incorporated by reference to Exhibit 4.43H to the Company’s Current Report on Form 8-K filed on October 11, 2024.)

19 Insider Trading Policy (Incorporated by reference to Exhibit 19 to the Company’s Form 10-K Annual Report for the Year ended December 31, 2023.)

Subsidiaries of Clean Harbors, Inc.

Consent of Independent Registered Public Accounting Firm

Filed herewith

Power of Attorney

Filed herewith

Rule 13a-14a/15d-14(a) Certification of the Co-CEO Michael L.

Filed herewith

Rule 13a-14a/15d-14(a) Certification of the Co-CEO Eric W.

Filed herewith

Rule 13a-14a/15d-14(a) Certification of the CFO Eric J.

Filed herewith

Section 1350 Certifications

Filed herewith

97 Clawback Policy

Filed herewith

101 The following materials from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders' Equity and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text

104 Cover page from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in iXBRL and contained in Exhibit 101.

97 Clawback Policy (Incorporated by reference to Exhibit 97 to the Company’s Form 10-K Annual Report for the Year ended December 31, 2023.)

Inline XBRL Taxonomy Extension Schema Document.

104 Cover page Interactive Data File (formatted as inline XBRL and with applicable taxonomy extension information contained in Exhibit 101.*)

___________________________________

* A “management contract or compensatory plan or arrangement” filed as an exhibit to this report pursuant to Item 15(a)(3) of Form 10-K.

(1) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on October 31, 2012.

(2) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on August 4, 2021.

(3) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on May 19, 2005.

(4) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on May 12, 2011.

(5) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on March 16, 2022.

(6) Incorporated by reference to prospectus supplement dated November 28, 2012 filed on November 28, 2012 under the Company’s Registration Statement on Form S-3 (File No.

(7) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on October 30, 2020.

(8) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 10-Q Quarterly Report for the Quarterly Period ended March 31, 2023.

(9) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on November 2, 2016.

(10) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on June 30, 2017.

(11) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on April 17, 2018.

(12) Incorporated by reference to the similarly numbered exhibit to the Company's Report on Form 8-K filed on July 20, 2018.

(13) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on October 12, 2021.

(14) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 10-Q Quarterly Report for the Quarterly Period ended June 30, 2023.

(15) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on December 28, 2023.

(16) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on July 3, 2019.

(17) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on January 25, 2023.

(18) Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-Q Quarterly Report for the quarterly period ended March 31, 1999.

(19) Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-K Annual Report for the Year ended December 31, 2010.

(20) Incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2021 annual meeting of shareholders filed on April 23, 2021.

(21) Incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2020 annual meeting of shareholders filed on April 24, 2020.

(22) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on June 3, 2020.

(23) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on November 2, 2022.

(24) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on March 1, 2023.

(25) These interactive data files are furnished herewith and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

+ Filed herewith.

† Furnished herewith.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures