13 unchanged sentences
In addition, because of changes in conditions and circumstances, the effectiveness of internal control over financial reporting may vary over time.
−Removed: The Audit Committee of the Board of Directors (the “Committee”) is comprised entirely of outside directors who are independent pursuant to stock exchange and SEC rules.
−Removed: The Committee is responsible for the appointment and compensation of the independent auditors and makes decisions regarding the appointment or removal of members of the internal audit function.
−Removed: The Committee meets periodically with management, the independent auditors, and the internal auditors to ensure that they are carrying out their responsibilities.
−Removed: The Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting, and auditing procedures of the Company in addition to reviewing the Company’s financial reports.
+Added: The Audit Committee is comprised entirely of outside directors who are independent pursuant to stock exchange and SEC rules.
+Added: The Audit Committee is responsible for the appointment and compensation of the independent auditors and makes decisions regarding the appointment or removal of members of the internal audit function.
+Added: The Audit Committee meets periodically with management, the independent auditors, and the internal auditors to ensure that they are carrying out their responsibilities.
+Added: The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting and auditing procedures of the Company in addition to reviewing the Company’s financial reports.
The independent auditors and the internal auditors have full and unlimited access to the Audit Committee, with or without the presence of management, to discuss the adequacy of internal control over financial reporting and any other matters which they believe should be brought to the attention of the Audit Committee.
Management assessed the Company’s system of internal control over financial reporting as of December 31, 2022.
−Removed: This assessment was conducted based on the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission “Internal Control – Integrated Framework (2013).” Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.
+Added: This assessment was conducted based on COSO “Internal Control – Integrated Framework (2013).” Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.
The 2022 financial statements have been audited by the independent registered public accounting firm of Crowe LLP (“Crowe”).
2 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: Management has conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2021, utilizing framework established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.
+Added: Management has conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2022, utilizing framework established in “Internal Control – Integrated Framework (2013)” issued by COSO.
Based on this assessment, management has determined that the Company's internal control over financial reporting as of December 31, 2022 is effective.
9 unchanged sentences
EXECUTIVE COMPENSATION
−Removed: The information required by this Item is incorporated by reference to the material appearing under the captions “Election of Directors – Director Compensation,” “2021 Meetings, Committees, and Procedures of the Board of Directors,” “Compensation Committee Report” and “Compensation Discussion and Analysis” in the Proxy Statement.
+Added: The information required by this Item is incorporated by reference to the material appearing under the captions “Election of Directors – Director Compensation,” “2022 Meetings, Committees and Procedures of the Board of Directors,” “Compensation Committee Report” and “Compensation Discussion and Analysis” in the Proxy Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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The information required by this Item is incorporated by reference to the material appearing under the caption “Ratification of the Appointment of Independent Registered Public Accounting Firm – Fees Paid to Independent Accounting Firm” in the Proxy Statement.
−Removed: The Independent Registered Public Accounting Firm for the financial statements as of December 31, 2020 and for the two years then ended was Dixon Hughes Goodman LLP (PCAOB Firm ID No.
−Removed: 57 ) located in Charlotte, North Carolina .
−Removed: The Independent Registered Public Accounting Firm for the financial statements as of December 31, 2021 and for the year then ended was Crowe LLP (PCAOB Firm ID No.
+Added: The Independent Registered Public Accounting Firm for the financial statements as of December 31, 2020 and for the year then ended was FORVIS, LLP (PCAOB Firm ID No.
+Added: 686) (formerly Dixon Hughes Goodman LLP) located in Charlotte, North Carolina.
+Added: The Independent Registered Public Accounting Firm for the financial statements as of December 31, 2022 and 2021 and for the two years then ended was Crowe LLP (PCAOB Firm ID No.
173) located in Chicago, Illinois.
2 unchanged sentences
Reports of Crowe LLP, Independent Registered Public Accounting Firm
−Removed: Report of Dixon Hughes Goodman, LLP Independent Registered Public Accounting Firm
+Added: Report of FORVIS, LLP Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2022 and 2021
50 unchanged sentences
23.1 Consent of Crowe LLP
−Removed: 23.2 Consent of Dixon Hughes Goodman LLP
+Added: 23.2 Consent of FORVIS, LLP
31.1 Certification of Susan G.
58 unchanged sentences
Levingston Executive Vice President March 1, 2023
−Removed: Levingston and Chief Financial Officer of the Company
−Removed: (Principal Financial and Accounting Officer)
+Added: Levingston and Chief Financial Officer of the Company (Principal Financial and Accounting Officer)
/s/ Leslie Ludwig Director March 1, 2023
11 unchanged sentences
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.