Our status as a “controlled company” will concentrate control with our majority owner and may limit your ability to influence corporate matters and result in corporate governance that differs from that of other public companies.
−Removed: As of March 13, 2026, David H.
−Removed: Hoffmann, our Chairman of the Board, beneficially owns 53.5% of the aggregate voting power of our outstanding capital stock.
−Removed: As a result, we will be a “controlled company” under the corporate-governance standards of The Nasdaq Stock Market LLC (“Nasdaq”) for so long as more than 50% of the voting power of our outstanding capital stock is held by Mr.
+Added: As of June 28, 2026, David H.
+Added: Hoffmann, our Chairman of the Board, ("Mr.
+Added: Hoffmann") beneficially owns 54.5% of the aggregate voting power of our outstanding capital stock.
+Added: As a result, we are a “controlled company” under the corporate-governance standards of The Nasdaq Stock Market LLC (“Nasdaq”) for so long as more than 50% of the voting power of our outstanding capital stock is held by Mr.
We will effectively be a closely held corporation with a single stockholder (together with his affiliates) exercising substantial control over our affairs.
Under Nasdaq rules applicable to controlled companies, we are permitted to rely on certain exemptions from Nasdaq’s corporate-governance requirements, including exemptions from the requirements that a majority of our Board be independent and that our compensation and nominating and corporate-governance committees be composed entirely of independent directors.
−Removed: Although we do not currently intend to rely on these exemptions, we could elect to do so in the future.
+Added: Although we do not currently rely on these exemptions, we could elect to do so in the future.
If we rely on one or more of these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate-governance requirements.
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