2 unchanged sentences
The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, performed an evaluation of the disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of December 31, 2022.
−Removed: Based on that evaluation, management has concluded that, as of December 31, 2021, due to the existence of material weaknesses in the Company’s internal control over financial reporting described below, the disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed by us in reports we file or submit under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act, is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: (b) Management’s Report on Internal Controls Over Financial Reporting
+Added: Based on that evaluation, management has concluded that, as of December 31, 2022, due to the existence of a material weakness in the Company’s internal control over financial reporting described below, the disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed by us in reports we file or submit under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act, is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: (b) Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon criteria established in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021 because of the material weaknesses described below.
−Removed: • Control Environment:
−Removed: We did not maintain an effective control environment.
−Removed: Specifically, our control environment (i) did not ensure that senior personnel in our accounting function engaged consistently in appropriate professional conduct and conduct consistent with our Code of Business Conduct and Ethics;
−Removed: and (ii) lacked personnel in our accounting function with appropriate level of knowledge and experience in U.S.
−Removed: GAAP sufficient to properly assess evidence and interpret accounting rules.
−Removed: None of the personnel in the accounting function that engaged in misconduct were current or former executive officers of the Company.
−Removed: The control environment material weakness contributed to the goodwill and indefinite-lived intangible asset material weakness described below.
−Removed: • Goodwill and Indefinite-lived Intangible Asset Impairment Testing:
−Removed: We identified the following material weakness with respect to goodwill and indefinite-lived intangible asset impairment testing.
−Removed: We did not design and maintain effective controls to assess goodwill and indefinite-lived intangible assets for potential impairment as changes in the performance of and prospects for our U.S.
−Removed: reporting unit occurred.
−Removed: Specifically, we did not design and maintain effective controls to sufficiently assess the overall financial performance of and expectations for our U.S.
−Removed: reporting unit and certain macroeconomic, industry and market conditions when evaluating goodwill associated with our U.S.
−Removed: reporting unit and our Lord Jones ® brand indefinite-lived intangible asset for potential impairment.
−Removed: The material weakness in the control environment contributed to material misstatements related to the impairment of goodwill and indefinite-lived intangible assets that led to the restatement of the Company’s interim condensed consolidated financial statements for the three and six months ended June 30, 2021.
−Removed: The material weaknesses create a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.
−Removed: The lack of personnel in our accounting function with appropriate level of knowledge and experience in U.S.
−Removed: GAAP sufficient to properly assess evidence and interpret accounting principles described above resulted in immaterial misstatements related to the accounting for derivatives, share-based compensation, earnings per share, and long-lived asset impairment.
+Added: Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2022 because of the material weakness described below.
+Added: We did not design and maintain effective controls over Information Technology General Controls (“ITGC”), pertaining to user access management and the provisioning and monitoring of user access, including privileged access.
+Added: We believe this weakness to be the result of ineffective monitoring of security administrator activities, insufficient retention of documentation to support access requests and lack of training on the importance of ITGC.
+Added: This material weakness did not impact any information derived from information systems and did not result in any identified misstatements to our financial statements.
Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report, issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.
(c) Changes in Internal Controls over Financial Reporting
−Removed: Other than those material weaknesses identified above and measures described above below to remediate the material weaknesses identified in the prior and current year, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), that occurred during the year ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: Remediation Plan and Status Related to Material Weakness Identified in the Prior Year
−Removed: As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, we have identified the following material weakness:
−Removed: • Inventory Verification
−Removed: The Company failed to properly design and execute sufficient procedures to verify inventory quantities.
−Removed: Specifically, while inventory counts were performed in the fourth quarter, (i) the aggregate value of items excluded from the count exceeded the Company’s materiality threshold, and (ii) human error in count execution, data transposition and reconciliation analysis resulted in inaccurate adjustments.
−Removed: This deficiency did not result in errors that were quantitatively material.
−Removed: Nevertheless, the deficiency created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.
−Removed: The Company’s management, with oversight from the Audit Committee of the Board of Directors, initiated a plan to remediate the material weakness and the material weakness was remediated as of December 31, 2021.
−Removed: The plan and progress is described below:
+Added: Other than the material weakness identified above and measures described below to remediate the material weaknesses previously identified, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), that occurred during the fourth quarter of the year ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: Remediation of Previously Reported Material Weaknesses
+Added: The Company has implemented various initiatives to address the previously reported material weaknesses in internal control over financial reporting.
+Added: During the fourth quarter of 2022 , the Company successfully completed the testing necessary to conclude that the material weaknesses have been remediated.
+Added: Some of our key remedial initiatives included:
Material Weakness Control, Control Enhancement or Mitigant Implementation Status Management Testing Status Remediation Status
−Removed: Inventory Verification • Enhance count procedures to ensure appropriate consideration and coverage of their total inventory balance
−Removed: Completed Tested Remediated
−Removed: • Implement cycle counts as a redundant control to supplement the annual physical count
+Added: Control Environment • The Company’s Chief Executive Officer and Chief Financial Officer have reinforced and will continue to reinforce on an ongoing basis the importance of adherence to the Company’s policies, procedures and standards of conduct, including identifying misconduct and raising and communicating concerns;
Completed Tested Remediated
−Removed: • Provide training to inventory teams on count procedures and inventory management control expectations
+Added: • All accounting personnel that engaged in unprofessional conduct were terminated or resigned from the Company and were replaced with qualified personnel;
Completed Tested Remediated
−Removed: Remediation Plan and Status Related to Material Weaknesses Identified in the Current Year
−Removed: As discussed above, we have identified material weaknesses related to the control environment and goodwill and indefinite-lived intangible asset impairment testing.
−Removed: As of the filing date, the Company has implemented or is in the process of implementing various initiatives intended to address the identified material weaknesses and strengthen our overall control environment.
−Removed: In this regard, some of our key remedial initiatives include:
−Removed: Material Weakness Control, Control Enhancement or Mitigant Implementation Status Management Testing Status Remediation Status
−Removed: Control Environment • The Company’s Chief Executive Officer and Chief Financial Officer have reinforced and will continue to reinforce on an ongoing basis the importance of adherence to the Company’s policies, procedures and standards of conduct, including identifying misconduct and raising and communicating concerns;
−Removed: In Progress Not Tested Not Remediated
−Removed: • All accounting personnel that engaged in unprofessional conduct have been terminated or resigned from the Company and are in the process of being replaced with qualified personnel;
−Removed: Completed Not Tested Not Remediated
• We have enhanced our existing sub-certification process to include additional certifications regarding certain complex accounting topics and to include additional employees to increase accountability amongst Company personnel;
−Removed: Completed Not Tested Not Remediated
+Added: Completed Tested Remediated
• We have expanded our compensation claw back provisions to incorporate all personnel who are subject to our enhanced sub-certification process;
−Removed: Completed Not Tested Not Remediated
−Removed: • We have identified and are in the process of implementing organizational enhancements including (i) evaluating the sufficiency, experience and training of personnel within our accounting function and (ii) hiring accounting personnel with appropriate knowledge and experience in U.S.
−Removed: In Progress Not Tested Not Remediated
−Removed: • We are in the process of developing and implementing a training program for accounting and finance personnel to enhance their knowledge of U.S.
+Added: Completed Tested Remediated
+Added: • We have implemented organizational enhancements including (i) evaluation of the sufficiency, experience and training of personnel within our accounting function and (ii) the hiring of accounting personnel with appropriate knowledge and experience in U.S.
+Added: Completed Tested Remediated
+Added: • We have implemented a training program for accounting and finance personnel to enhance their knowledge of U.S.
GAAP outlined in our accounting policies, which are used in the preparation of the Company’s consolidated financial statements;
−Removed: In Progress Not Tested Not Remediated
−Removed: Asset Impairment Testing • We have evaluated and will continue to regularly evaluate our policies and procedures relating to certain complex accounting topics and have begun implementing improvements in those policies and procedures.
−Removed: In Progress Not Tested Not Remediated
−Removed: The Company will continue to review, optimize, and enhance its financial reporting controls and procedures.
−Removed: As the Company continues to evaluate and work to improve its internal control over financial reporting, the Company may implement additional measures to address the material weaknesses or certain of the remediation measures described above may be enhanced or modified.
−Removed: The material weaknesses will not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded, through further testing, that these controls are operating effectively.
+Added: Completed Tested Remediated
+Added: Asset Impairment Testing • We have evaluated and will continue to regularly evaluate our policies and procedures relating to certain complex accounting topics and have implemented improvements in those policies and procedures.
+Added: Completed Tested Remediated
+Added: As a result of the settlements with the SEC and the OSC related to the Restatements, the Company has retained a consultant to review and make recommendations with respect to certain of the Company’s internal controls and internal control over financial reporting.
+Added: That review is ongoing and it is possible that review results in the identification of other material weaknesses or other control deficiencies that require material changes to the Company’s internal control over financial reporting.
+Added: For additional information of this risk, see Item 1A “ Risk Factors – Risks Relating to Our Growth Strategy – We have had two restatements and seven material weaknesses in our internal control over financial reporting over the last four years, and one material weakness remains unremediated at December 31, 2022.
+Added: We had a material weakness in our control environment, and in 2021 and 2022, we experienced significant turnover, both voluntary and involuntary, in our accounting and financial reporting functions.
+Added: If we are unable to remediate our existing material weakness and create an appropriate control environment, our business, results of operations, financial condition, cash flows and reputation will be adversely affected.
+Added: Remediation Plan and Status Related to Material Weakness Identified in the Current Year
+Added: As discussed above, we have identified a material weakness related to ITGCs in user access management and the provisioning and monitoring of privileged access.
+Added: As of the filing date, the Company is in the process of implementing various initiatives intended to address the identified material weakness.
+Added: In this regard, some of our key remedial initiatives include:
+Added: Material Weakness Control, Control Enhancement or Mitigant Implementation Status Management Testing Status Remediation Status
+Added: ITGCs • Train security administrators on access provisioning and approval protocols.
+Added: In Planning Stage Not Tested Not Remediated
+Added: • Align approval requirements for all privileged access for consistency and appropriate visibility within the IT function.
+Added: In Planning Stage Not Tested Not Remediated
+Added: • Implement a process to identify instances where privileged access roles or profiles are assigned and, when identified, review activities performed during the period of assigned privileged access.
+Added: In Planning Stage Not Tested Not Remediated
+Added: • Implement a periodic control to compare each user’s system access to their responsibilities.
+Added: In Planning Stage Not Tested Not Remediated
+Added: • Implement an oversight control over security administrator actions.
+Added: In Planning Stage Not Tested Not Remediated
OTHER INFORMATION.
29 unchanged sentences
Exhibit Number Exhibit Description
−Removed: 2.1 Membership Interest Purchase Agreement, among Cronos Group Inc., Redwood Holdings Group, LLC and certain key persons, dated as of August 1, 2019 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report of Foreign Private Issuer, filed August 2, 2019).
2.1 Options Purchase Agreement, dated June 14, 2021, by and between Cronos USA Holdings Inc.
11 unchanged sentences
4.2 Description of Capital Stock of Cronos Group Inc.
+Added: (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K of Cronos Group I nc., filed March 1, 2022)
10.1 Subscription Agreement, dated as of December 7, 2018, by and among Cronos Group Inc., Altria Summit LLC, and, solely for the purposes specified therein, Altria Group, Inc.
13 unchanged sentences
2015 Amended and Restated Stock Option Plan, dated as of May 26, 2015 (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 of Cronos Group Inc., filed July 11, 2018).
−Removed: 10.7† Form of Option Certificate to 2015 Amended and Restated Stock Option Plan (incorporated by reference to E xhibit 10.6 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
+Added: 10.7† Form of Option Certificate to 2015 Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
10.8† First Amendment to the Cronos Group Inc.
−Removed: 2015 Amended and Restated Stock Option Plan, dated as of August 7, 2019 (incorporated by reference to E xhibit 10.7 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
+Added: 2015 Amended and Restated Stock Option Plan, dated as of August 7, 2019 (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
10.9† Cronos Group Inc.
−Removed: Amended and Restated 2018 Stock Option Plan, dated as of November 11, 2019 (incorporated by reference to E xhibit 10.8 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
+Added: Amended and Restated 2018 Stock Option Plan, dated as of November 11, 2019 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
10.10† Cronos Group Inc.
−Removed: Deferred Shared Unit Plan for Non-Executive Directors, dated as of August 7, 2019 (incorporated by reference to th e E xhibit 10.9 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
+Added: Deferred Shared Unit Plan for Non-Executive Directors, dated as of August 7, 2019 (incorporated by reference to the Exhibit 10.9 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
10.11† Employment Agreement, by and between Cronos Group Inc.
2 unchanged sentences
10.12† Description of Oral Amendment, effective as of June 2019, to Employment Agreement, by and between Cronos Group Inc.
−Removed: (f/k/a PharmaCan n Capital Corporation) and Michael Gorenstein, effective as of August 10, 2016 (incorporated by reference to E xhibit 10.1 1 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
−Removed: 10.13† Executive Employment Agreement, by and among Hortican Inc., Jerry Barbato and, solely for the purposes specified therein, Cronos Group Inc., effective as of April 15, 2019.
−Removed: (incorporated by reference to E xhibit 10.1 2 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
−Removed: 10.14† Employment Agreement, by and between Hortican Inc.
−Removed: and Xiuming Shum, effective as of August 21, 2017 (incorporated by reference to E xhibit 10.13 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
−Removed: 10.15† Executive Employment Agreement, by and among Hortican Inc., Xiuming Shum and, solely for the purposes specified therein, Cronos Group Inc., effective as of May 21, 2019 (incorporated by reference to E xhibit 10.14 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
+Added: (f/k/a PharmaCann Capital Corporation) and Michael Gorenstein, effective as of August 10, 2016 (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
10.13† Cronos Group Inc.
−Removed: Employment Inducement Award Plan #1 (incorporated by reference to E xhibit 10.
−Removed: 21 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
−Removed: 10.17† Form of Director and Officer Indemnity Agreement (incorporated by reference to E xhibit 10.24 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
+Added: Employment Inducement Award Plan #1 (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
+Added: 10.14† Form of Director and Officer Indemnity Agreement (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 2, 2020).
10.15† Cronos Group Inc.
10 unchanged sentences
10.21† Executive Employment Agreement, dated as of August 6, 2021, between Cronos USA, Cronos Group and Robert Madore (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Cronos Group Inc., filed August 6, 2021).
−Removed: 10.25† Letter Agreement, dated as of August 6, 2021, between Hortican, Cronos Group and Jerry Barbato (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Cronos Group Inc., filed August 6, 2021).
−Removed: 10.26† Letter Agreement, dated as of November 26, 2021, between Hortican Inc., Cronos Group Inc.
−Removed: and Xiuming Shum (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-k of Cronos Group Inc., filed November 30, 2021).
10.22† Executive Employment Agreement, dated as of January 10, 2022, by and among Cronos USA Client Services LLC, Cronos Group Inc., Hortican Inc.
−Removed: and John Griese.
−Removed: 10.28†* Letter Agreement, dated as of February 17, 2022, by and among Cronos USA Client Services LLC, Cronos Group Inc., and Anna Shlimak
+Added: and John Griese (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 1, 2022 ) .
+Added: 10.23† Letter Agreement, dated as of February 17, 2022, by and among Cronos USA Client Services LLC, Cronos Group Inc., and Anna Shlimak (incorporated by reference to Exhibit 10.2 8 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 1, 2022 ) .
+Added: 10.24† Amended and Restated Employment Agreement, dated as of March 21, 2022, between Cronos USA Client Services LLC, Cronos Group Inc.
+Added: and Michael Gorenstein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Cronos Group Inc., filed on March 21, 2022).
+Added: 10.25† Letter Agreement, dated as of March 21, 2022, between Cronos USA Client Services LLC, Cronos Group Inc.
+Added: and Kurt Schmidt (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Cronos Group Inc., filed on March 21, 2022).
+Added: 10.26† Executive Employment Agreement, dated as of August 16, 2020, among Cronos Israel G.S.
+Added: Cultivation Ltd., Cronos Group Inc.
+Added: and Ran Gorelik (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Cronos Group Inc., filed on May 10, 2022).
+Added: 10.27† Letter Agreement by and among Jeffrey Jacobson and Hortican Inc., dated November 7, 2022 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Cronos Group Inc., filed on November 7, 2022).
+Added: 10.28† Letter Agreement by and among John Griese, Cronos USA Client Services LLC, and Hortican Inc., dated November 7, 2022 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Cronos Group Inc., filed on November 7, 2022)
+Added: 10.29† James Holm Employment Agreement, dated November 14, 2022, among Cronos USA, the Company and Mr.
+Added: Holm (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Cronos Group Inc., filed on November 14, 2022).
+Added: 10.30 Altria’s notice of abandonment, dated December 16, 2022 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Cronos Group Inc., filed on December 19, 2022).
+Added: 10.31† Letter Agreement by and between Robert Madore and Cronos USA Client Services LLC, dated February 8, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A of Cronos Group Inc., filed on February 13, 2023)
+Added: 10.32†* Letter Agreement by and between Anna Shlimak and Cronos USA Client Services LLC, dated February 21 , 2023.
14.1 Cronos Group Inc.
−Removed: Code of Business Conduct and Ethics
+Added: Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K of Cronos Group Inc., filed on March 1, 2022).
21.1* List of Subsidiaries of Cronos Group Inc.
18 unchanged sentences
CRONOS GROUP INC.
−Removed: /s/ Kurt Schmidt
−Removed: President and Chief Executive Officer
+Added: /s/ Michael Gorenstein
+Added: Michael Gorenstein
+Added: Chairman, President and Chief Executive Officer
Power of Attorney
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Kurt Schmidt and Robert Madore, severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Michael Gorenstein and James Holm, severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Name Title Date
−Removed: /s/ Kurt Schmidt President and Chief Executive Officer
−Removed: (Principal Executive Officer) March 1, 2022
−Removed: /s/ Robert Madore Chief Financial Officer
−Removed: (Principal Financial Officer) March 1, 2022
−Removed: Robert Madore
+Added: /s/ Michael Gorenstein Chairman, President and Chief Executive Officer
+Added: (Principal Executive Officer) February 28, 2023
+Added: Michael Gorenstein
+Added: /s/ James Holm Chief Financial Officer
+Added: (Principal Financial Officer) February 28, 2023
/s/ Carlos Cortez Vice President, Controller
−Removed: (Principal Accounting Officer) March 1, 2022
+Added: (Principal Accounting Officer) February 28, 2023
Carlos Cortez
/s/ Kendrick Ashton, Jr.
−Removed: Director March 1, 2022
+Added: Director February 28, 2023
Kendrick Ashton, Jr.
−Removed: /s/ Heather Newman Director March 1, 2022
+Added: /s/ Heather Newman Director February 28, 2023
Heather Newman
−Removed: /s/ James Rudyk Director March 1, 2022
−Removed: /s/ Jody Begley Director March 1, 2022
−Removed: /s/ Jason Adler Director March 1, 2022
−Removed: /s/ Michael Gorenstein Director, Executive Chairman
−Removed: March 1, 2022
−Removed: Michael Gorenstein
−Removed: /s/ Murray Garnick Director March 1, 2022
+Added: /s/ James Rudyk Director February 28, 2023
+Added: /s/ Jody Begley Director February 28, 2023
+Added: /s/ Jason Adler Director February 28, 2023
+Added: /s/ Murray Garnick Director February 28, 2023
Murray Garnick
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.