7 unchanged sentences
Our management has the responsibility for establishing and maintaining adequate internal control over financial reporting.
−Removed: Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive, principal financial officer, principal accounting officer, and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
+Added: Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive, principal financial officer, principal accounting officer, and effected by our Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal controls over financial reporting include those policies and procedures that:
9 unchanged sentences
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
−Removed: There has been no change in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
+Added: We have made changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) relating to joint venture reporting during the fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
+Added: The Company has designed and implemented new controls to address the risks related to the accounting of its investments in unconsolidated joint ventures.
OTHER INFORMATION
2 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required under this item will be set forth in our proxy statement related to our 2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission (the “SEC”) no later than 120 days after the close of our fiscal year ended December 31, 2023, and is incorporated herein by reference.
+Added: The information required under this item will be set forth in our proxy statement related to our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2024, and is incorporated herein by reference.
+Added: Insider Trading Policy
+Added: We have an insider trading policy (the “Insider Trading Policy”), which was most recently amended on March 4, 2025, that governs purchases, sales and other dispositions of our securities by our directors, executive officers, employees and contractors, where applicable.
+Added: We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards applicable to us.
+Added: Our Insider Trading Policy prohibits purchases, sales and other dispositions of our securities while in possession of material nonpublic information about us and from disclosing such information to others, and it prohibits trading on material nonpublic information of other companies obtained during the course of providing service to us.
+Added: It also imposes additional restrictions on and trading requirements for trading in our securities by our insiders.
+Added: A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this 2024 Annual Report.
EXECUTIVE COMPENSATION
1 unchanged sentence
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The following table sets forth information regarding shares of our common stock that were eligible for issuance under our equity compensation plans as of December 31, 2023.
−Removed: Plan Category
−Removed: Number of securities to
−Removed: be issued upon
−Removed: exercise of outstanding
−Removed: options, warrants
−Removed: and rights (a)
−Removed: Weighted- average
−Removed: exercise price of
−Removed: outstanding options,
−Removed: warrants and rights
−Removed: Number of securities
−Removed: remaining available for
−Removed: issuance under equity
−Removed: compensation plans
−Removed: (excluding securities
−Removed: reflected in column (a))
−Removed: 2017 Equity Incentive Stock Award Plan
−Removed: The additional information required under this item will be set forth in our proxy statement related to our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2023, and is incorporated herein by reference.
+Added: The information required under this item will be set forth in our proxy statement related to our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2024, and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
35 unchanged sentences
Form of Stock Option Grant to Directors for Board Service and Committee Service
−Removed: Form of Restricted Stock Award Agreement
+Added: Form of Restricted Stock Award Agreement to Employees (Long-Term Incentive)
+Added: Form of Restricted Stock Unit Agreement to Directors (Issuance Deferred Until Termination of Service)
+Added: Form of Restricted Stock Unit Agreement to Directors (Issuance Upon Vesting)
+Added: Form of Restricted Stock Unit Agreement to Employees
+Added: Form of Stock Award Agreement for Employees (Annual Incentive)
+Added: Insider Trading Policy
Subsidiaries of the Company
7 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Clawback Policy
Inline XBRL Instance Document
8 unchanged sentences
FORM 10-K SUMMARY
+Added: Not applicable.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 2025.
12 unchanged sentences
Scot Sellers, Chairman of the Board
+Added: March 31, 2025
+Added: Kodama, Chief Financial Officer
+Added: (Principal Financial Officer and Principal Accounting Officer)
/s/ Stephen M.
13 unchanged sentences
Sabin, Director
−Removed: March 28, 2024
−Removed: Kodama, Chief Financial Officer
−Removed: (Principal Financial Officer and Principal Accounting Officer)
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.