Item 1. Legal Proceedings
Item 1. Legal Proceedings.
The material set forth in Note 16 (pertaining to information regarding legal contingencies) of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.
Item 1A. Ris k Factors.
The Company has included in Part 1, Item 1A of Part 1 of its Annual Report on Form 10-K for the year ended December 31, 2021, a description of certain risks and uncertainties that could affect the Company's business, future performance or financial condition (the “Risk Factors”). Except as noted below, there have been no material changes to the Risk Factors we previously disclosed in our filings with the SEC. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently consider immaterial to our business.
Upon completion of a secondary public offering in April 2022 by certain stockholders of the Company (the “ Offering ” ), we ceased to be a controlled company within the meaning of the NYSE listing rules and accordingly, we are, subject to certain transition periods permitted by the NYSE listing rules, no longer be able to rely on exemptions from corporate governance requirements that are available to controlled companies.
Upon the completion of the Offering, certain Continuing Pre-IPO LLC Members ceased to own a majority of the combined voting power of our Class A and Class B common stock. Accordingly, we ceased to be a controlled company within the meaning of the NYSE listing rules and we are, subject to certain transition periods permitted by the NYSE listing rules, no longer able to rely on exemptions from corporate governance requirements that are available to controlled companies. As a result, we will be required to have at least one independent director on each of our Nominating and Corporate Governance Committee and Human Capital Management Committee upon completion of the Offering, at least a majority of independent directors on those committees within 90 days after the completion of the Offering, and fully independent Nominating and Corporate Governance Committee and Human Capital Management Committee within one year after the completion of the Offering. We will also be required to have a majority independent board of directors within one year after the completion of the Offering and to perform an annual performance evaluation of our Nominating and Corporate Governance Committee and Human Capital Management Committee. Prior to the Offering, our board of directors had determined that two of the four members of our board of directors are independent for purposes of the NYSE corporate governance standards and two of the three members of our Nominating and Corporate Governance committee, one of the two members of our Human Capital Management Committee and two of the three members of our Audit Committee meet the independence standards of the NYSE and the SEC applicable to such committee members. To the extent we rely, during our controlled company transition period, on any of the exemptions from corporate governance requirements that are available to controlled companies, our stockholders will not have the same protection afforded to stockholders of companies that are subject to all of the NYSE corporate governance standards. In addition, after the expiration of the transition period, we may not be able to comply fully with the corporate governance requirements, which may adversely affect the listing of our Class A common stock on the NYSE.
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Item 2. Unregistered Sales of Equit y Securities and Use of Proceeds.
None.
Item 3. Defaults Upo n Senior Securities.
None.
Item 4. Mine Safe ty Disclosures.
Not applicable.
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