Item 5. Other Information
Item 5. OTHER INFORMATION
Rule 10b5-1 Plan Elections
Dr. Ann S. Blouin , a member of our Board of Directors , entered into a Rule 10b5-1 trading arrangement on July 31, 2024 . Dr. Blouin's 10b5-1 Plan provides for the sale of up to 375 shares of the Company's common stock between November 1, 2024 and July 29, 2025 .
Barry M. Smith , a member of our Board of Directors , entered into a Rule 10b5-1 trading arrangement on July 31, 2024 . Mr. Smith's 10b5-1 Plan provides for the recurring monthly sale of up to 700 shares, for a total of up to 8,400 shares of the Company's common stock between January 2, 2025 and January 2, 2026 .
Spencer Burton , President & Chief Operations Officer , entered into a Rule 10b5-1 trading arrangement on August 8, 2024 . Mr. Burton's 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of up to 5,899 shares of the Company's common stock between November 8, 2024 and August 8, 2025 . Pursuant to the 10b5-1 Plan, Mr. Burton may also make a gift of up to 4,229 shares of the Company's common stock starting on January 2, 2025.
Christopher R. Christensen , Co-founder, Executive Chairman and Chairman of the Board , entered into a Rule 10b5-1 trading arrangement on September 10, 2024 . Mr. Christensen's 10b5-1 Plan provides for the potential exercise of vested stock options and the sale of up to 39,086 shares of the Company's common stock between December 18, 2024 and June 18, 2025 .
Beverly B. Wittekind , Executive Vice President and General Counsel , entered into a Rule 10b5-1 trading arrangement on September 12, 2024 . Ms. Wittekind's 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of up to 8,258 shares of the Company's common stock between December 12, 2024 and July 31, 2025 .
These Rule 10b5-1 trading arrangements were entered into during open trading windows and are intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) under the Securities Exchange Act of 1934, as amended, and the Company's policies regarding transactions in Company securities.
104
Table of Contents
Item 6. EXHIBITS
EXHIBIT INDEX
Exhibit Description
3.1
Fifth Amended and Restated Certificate of Incorporation of the Corporation, filed with the Delaware Secretary of State on November 15, 2007, and all Certificates of Amendment thereto filed with the Delaware Secretary of State through May 23, 2024.
3.2
Amended and Restated Bylaws of The Ensign Group, Inc. (attached as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-33757) filed with the SEC on December 21, 2007)
3.3
Amendment to the Amended and Restated Bylaws, dated August 5, 2014 (attached as Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-33757) filed with the SEC on August 8, 2014)
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
* Documents not filed herewith are incorporated by reference to the prior filings identified in the table above.
105
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE ENSIGN GROUP, INC.
October 24, 2024 BY: /s/ SUZANNE D. SNAPPER
Suzanne D. Snapper
Chief Financial Officer, Executive Vice President and Director (Principal Financial Officer and Principal Accounting Officer)
106
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.