MDBH 8-K
MDB Capital Holdings, LLC (MDBH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Effective June 17, 2024, the Board of Directors (the “Board”) of MDB Capital Holdings, LLC (the “Company”) increased the size of the Board by one position to a total of eight directors and filled the vacancy created by the increase by appointing Mr. Daniel Torpey, age 60, as an independent director. Mr. Torpey will also serve as a member of the audit committee of the Board. Mr. Torpey’s initial term as a director will expire on the date of the Company’s next annual meeting of stockholders and until his successor shall be elected and qualified or until his earlier death, resignation, retirement, disqualification or removal.
Daniel Torpey has served as an Independent Board Observer and audit committee observer to the Company’s Board of Directors since January 1, 2024. He is a qualified financial expert pursuant to rules of the Securities and Exchange Commission applicable to the company. Mr. Torpey is currently an Assurance partner at Ernst & Young LLP (EY) in their Forensic & Integrity Services practice and will be retiring from the firm in June 2024. Mr. Torpey has been with EY for over 23 years and prior to that he was a partner at Arthur Anderson LLP from July 2001 – May 2002, and a partner and held various other titles at PricewaterhouseCoopers (and its predecessor firm Coopers & Lybrand) from 1992 – 2001. Mr. Torpey served as an auditor in EY’s audit practice from 1989 – 1992. Mr. Torpey served as a staff and senior accountant at Matson Driscoll & Damico, LLP. from 1986-1989. Mr. Torpey received his Bachelor of Science in Accountancy from St. John’s University, Jamaica, New York in 1986 and is a Certified Public Accountant licensed in the state of New York and Texas.
The Board has determined that Mr. Torpey qualifies as an independent director under the corporate governance standards of Nasdaq, and that there are no arrangements or understandings between Mr. Torpey and any other person pursuant to which he was elected as a director. There are no transactions in which Mr. Torpey has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Torpey has also been determined to be a qualified financial expert due to his extensive financial training and years of employment as a partner with Ernst & Young LLP.
As compensation for his service on the Board and any committees thereof, Mr. Torpey will receive an annual cash payment of $50,000, an onboarding payment of $12,500, and an award of restricted stock units under the Company’s 2022 Equity Incentive Plan to acquire up to 100,000 Class A shares, of which 20,000 of the Class A shares vest on the first anniversary of the grant date, then 10,000 of the Class A shares vest at the end of each 6 months thereafter, provided that Mr. Torpey is in the position of the directorship through and on the date(s) of vesting. Under the award agreement, Mr. Torpey will have the right to distributions and dividends of any purchase rights that are generally distributed to holders of the Class A shares, but no other rights of a shareholder of the Company until the vesting, issuance and delivery of the Class A shares under the terms of the award. Mr. Torpey will be reimbursed usual and reasonable expenses incurred in the performance of his duties as a director.
Item 8.01 Other Events
On June 17, 2024, the Company adopted a revised Code of Ethics, a copy of which is filed herewith as an exhibit.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
The following exhibits are filed with this report
| Exhibit Number | Exhibit Description | |
| 10.1 | Director Offer Letter between the Registrant and Mr. Daniel Torpey, dated June 17, 2024. | |
| 14.1 | Code of Ethics, as of June 17, 2024 | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| Date: June 20, 2024 | MDB Capital Holdings, LLC | |
| By | /s/ Christopher Marlett | |
| Christopher Marlett | ||
| Chief Executive Officer | ||
Exhibit 10.1 – Offer Letter
June 17, 2024
Daniel Torpey
628 Scenic Drive
Irving, TX 75039
| Re: | Board of Directors of MDB Capital Holding, LLC – Offer Letter |
Dear Dan
On behalf of MDB Capital Holdings, LLC (the “Company”, “MDB”, “we”, “our” or “us”) and our Board of Directors (“Board”), I am pleased to offer you a position as a member of our Board. We look forward to working with you on the Board.
Should you choose to accept this position as a member of the Board, including service on committees of the Board, this letter shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services to be provided.
By accepting this position, you agree that your role as a Board Observer under that certain Agreement with Board Observer (“Observer Agreement”) made and entered into as of November 1, 2023, as amended by that certain First Amendment to the Observer Agreement effective as of January 1, 2024, by and between the Company and you is hereby terminated and that you have been fully paid for services rendered to date under the Observer Agreement and are not due any and hereby waive any further compensation due under the Observer Agreement, as amended.
| 1. | Term. This agreement shall commence as of June 17, 2024 and shall be effective through the date of the next annual shareholders’ meeting. Your term as director shall continue until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholders’ meeting and upon re-election, the terms and provisions of this agreement shall remain in full force and effect. You also agree to resign from the Board of Directors if requested by a majority of the then-sitting members of the Board. This Agreement shall be in effect so long as you are a director on the Board. |
| 2. | Services. You shall render services in the area of managing or directing the Company’s property, affairs and business (hereinafter, your “Duties”). You shall consult with other members of the Board at meetings held quarterly, or more regularly if required, in locations determined by the Chairman of the Board of the Company. You may also be asked to be a member of a committee of the Board, the services of which are to be included under the terms of this Agreement. You agree that your relationship with the Company will be that of a director and not that of an employee. Nothing in this Agreement is intended to replace, supersede or diminish any of your duties to the Company as a director under state law. |
| 3. | Services for Others. You are free to represent or perform services for other persons during the term of this agreement. However, you represent and agree that you do not currently perform and do not intend to perform, during the term of this agreement, similar Duties, consulting or other services for any entities or persons whose businesses are or would be, in any way, in conflict or competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services and the type of services you intent to perform) and to provide information to the Company sufficient to allow it to determine if the performance of such services would conflict with areas of interest to the Company. The Company may determine in its sole discretion to require you not to perform such services, or terminate this Agreement if you provide services to any entities or persons the businesses of which are in conflict or competitive to the Company. |
| 4. | Compensation to Independent Directors. In consideration for your service as a member of the Board of Directors of the Company, we agree to pay you the compensation set forth in this Section. You will receive no other compensation for your services as a member of the Board of Directors of the Company or any of the Board’s committees, except as otherwise determined by the Compensation Committee in accordance with the Company’s policy for compensation of its directors. |
For services that you provide as a director, including attendance at the board or committee meetings, you will be paid as follows:
| (a) | The Company will pay you cash compensation of $50,000 annually, paid in equal quarterly installments, commencing July 1, 2024 (“Base Compensation”). You will also be paid a separate onboarding bonus payment of $12,500 for your first six months of service, paid in two equal quarterly installments. |
| (b) | You will be reimbursed for reasonable expenses incurred in connection with the performance of your duties as a director (including travel expenses for in-person meetings, if applicable); however, such expenses must be approved by an officer of the Company. The expenses that will be reimbursed will be those that are incurred in accordance with the then current expense policy of the Company. |
| (c) | In addition, you will receive incentive compensation under the Company’s 2022 Equity Incentive Plan as more particularly set forth in the attached MDB Capital Holdings, LLC Restricted Stock Unit Agreement No. 029. |
| 5. | D&O Insurance Policy. You will be entitled to coverage under our Directors and Officers liability insurance as then in effect. |
| 6. | No Assignment. Because of the personal nature of the services to be rendered by you, this agreement may not be assigned by you or the Company. |
| 7. | SEC Disqualification Event Obligations. You represent that you are not subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) of regulations under the Securities Act of 1933, as amended (collectively, the “Disqualification Events”); and that if you become subject to any of the Disqualification Events, you will resign as a director, and if applicable, as an officer or employee of the Company as promptly as practicable. You also agree: (A) not to designate or participate in the designation of any officer or director or director nominee who, to your knowledge, is subject to any Disqualification Event; and (B) that if you become aware that any director, officer or employee is or becomes subject to any Disqualification Event, you shall as promptly as practicable take such actions as are necessary notify the Company management and fully cooperate to remove such director, officer or employee from their position or positions with the Company, and not designate a replacement person who is otherwise subject to any Disqualification Event. |
| 8. | Confidential Information; Non-Disclosure. In consideration of your access to the premises of the Company and your access to certain Confidential Information of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows: |
| (a) | Definition: For purposes of this agreement the term “Confidential Information” means: |
| i. | Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or |
| ii. | Any information which is related to the business of the Company and is generally not known by non-Company personnel. |
| iii. | By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements. |
| (b) | Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: |
| i. | Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this agreement, or any other agreement requiring confidentiality between the Company and you; |
| ii. | Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and |
| iii. | Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented. |
| (c) | Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. In the event you receive any such documents or items by personal delivery from any duly designated or authorized personnel of the Company, you shall be deemed to have received the express written consent of the Company as required by the preceding sentence. In the event that you receive any such documents or items, other than through personal delivery as described in the preceding sentence, you agree to inform the Company promptly of your possession of such documents or items. You agree to promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand or upon termination of this agreement or your departure from the Board. |
| (d) | No Disclosure. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of his business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this agreement. |
| 9. | Termination. This agreement shall terminate in the event of your resignation or termination as a director, or your refusal to stand for re-election or decision not to be nominated or re-elected for additional terms as a director, effective on the date of your departure from the Board. |
| 10. | Entire Agreement; Amendment; Waiver. Other than any requirements and duties under applicable law, this agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this agreement may be amended and observance of any term of this agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this agreement. The failure of any party at any time to require performance by any other party of any provision of this agreement shall not affect the right of any such party to require future performance of such provision or any other provision of agreement. |
[Remainder of Page Left Blank]
I appreciate your willingness to serve on MDB’s Board and look forward to working with you to serve the Company together. Please indicate your acceptance by signing and returning the enclosed copy of this letter.
| Very Truly Yours, | |
| /s/ Christopher Marlett | |
| Christopher A. Marlett | |
| Chief Executive Officer | |
| ACCEPTED AND AGREED: | |
| /s/ Daniel Torpey | |
| Daniel Torpey |
Exhibit 14.1 – Code of Ethics
MDB CAPITAL HOLDINGS, LLC
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
This Code of Business Conduct and Ethics (the “Code”) applies to all officers and employees of MDB Capital Holdings, LLC, and its subsidiaries (collectively the “Company”). This Code, and the specific obligations are, however, subject to the legal responsibilities of the officers and employees under various statutes, regulations, self-regulatory organizations, and court rules and rulings applicable to the regulated businesses of the Company, such as those of FINRA and the statutory rules of the Supreme Court of Arizona, which must be complied with in all respects, first and foremost. This Code will not apply to any subsidiary that has a code of business conduct and ethics that specifically applies to the subsidiary company.
The Company has issued this Code to deter wrongdoing and to promote:
| ● | honest, ethical and legal conduct by everyone associated with the Company, including the ethical handling of actual or apparent conflicts of interest; | |
| ● | full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company submits to the United States Securities and Exchange Commission (the “SEC”) and in the Company’s other public communications; | |
| ● | compliance with all governmental laws, rules, and regulations (collectively, “Applicable Laws”), which for purposes of this Code includes all federal and state securities laws, rules and regulations (collectively, “Securities Laws”) and the laws, regulations and interpretations of self-regulatory organizations to which the Company is subject by reason of its operations (collectively, “Regulatory Rules”); | |
| ● | the prompt internal reporting of any violations of this Code to the appropriate person at the Company; and | |
| ● | accountability for adherence to the Code. |
The effectiveness of this Code depends in part on the cooperation of all officers, and employees in promptly disclosing to the designated persons within the Company any conduct believed to violate the standards described in this Code. The Company has established procedures to ensure that you may report any suspected violations anonymously. The Company expressly prohibits retaliation of any kind against anyone who in good faith reports suspected misconduct.
The Company seeks to foster a culture of compliance with Applicable Laws and the good standards of business conduct. Everyone at the Company shall promote this culture of compliance. Suspected violations of this Code or Applicable Laws must be reported, and the Company will take appropriate steps to investigate them internally. Violators shall be subject to discipline, as deemed appropriate by the Company in its sole discretion, which may include immediate termination. This Code is neither a contract nor a comprehensive manual that covers every situation you might encounter. This Code creates no contractual rights. If you have any questions about the provisions of this Code, or about how you should conduct yourself in a particular situation, you should consult your supervisor or department head, the Company’s Chief Executive Officer, or the Chief Financial Officer.
STANDARDS OF CONDUCT
Conflicts of Interest and Corporate Opportunities
You must ensure that any financial, business, or other activities in which you are involved outside the workplace are free of conflicts with your responsibilities to the Company. A “conflict of interest” may occur when your private interest in any way interferes – or even appears to interfere – with the interests of the Company. A conflict situation can arise when a person has interests that may impair the objective performance of his or her duties to the Company.
Conflicts of interest may also arise when a person (or his or her family member) receives improper personal benefits as a result of his or her position in the Company.
You must disclose any matter that you believe might raise doubt regarding your ability to act objectively and in the Company’s best interest. The following is a non-exhaustive list of examples of situations involving potential conflicts of interest that should be disclosed:
| ● | any Company loan to any employee, officer, or director, or Company guarantee of any personal obligation; | |
| ● | employment by or acting independently as a consultant to a Company competitor, customer, or supplier; | |
| ● | directing Company business to any entity in which an employee or close family member has a substantial interest; | |
| ● | owning, or owning a substantial interest in, any competitor, customer, or supplier of the Company; | |
| ● | using Company assets, intellectual property, or other resources for personal gain; and | |
| ● | accepting anything of more than nominal value – such as gifts, discounts, or compensation – from an individual or entity that does or seeks to do business with the Company, other than routine entertainment and meals that are business related. |
Officers shall disclose any actual or apparent conflict situation to the Chief Executive Officer and to the Audit Committee. Employees who are not officers shall disclose all such situations of which they are aware to an appropriate supervisor or department head, or to the Chief Executive Officer. All supervisors and department heads who receive such reports must forward them promptly to the Chief Executive Officer.
You owe a duty to the Company to advance its legitimate interests. Thus you may not (i) take for yourself corporate opportunities that are discovered through the use of Company property, information or position, without first offering such opportunities to the Company; (ii) use corporate property, information, or position for personal gain; or (iii) compete with the Company.
Officers of the Company must adhere to their fundamental duties of good faith, due care, and loyalty owed to all shareholders, and to act at all times with the Company’s and its shareholders’ best interests in mind. These are the similar duties that directors have of duties of good faith, due care and loyalty to the shareholders, which are founded in statutory corporate law and case law. Any business arrangements or transactions with the Company in which any officers of the Company have a direct or indirect material financial interest must be approved in accordance with the Company’s Policy and Procedures with Respect to Related Person Transactions.
Confidentiality
You must maintain the confidentiality of business, technical, or other information entrusted to you by the Company, its customers or business partners, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company, its customers or business partners if disclosed. This obligation is in addition to the requirements of any confidentiality agreement that you may have entered into with the Company.
Fair Dealing
You must act fairly, honestly, and in good faith in any dealings on behalf of the Company with any of its customers, suppliers, competitors, employees, and all others. You may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Protection and Proper Use of Company Assets
You must protect and seek to ensure the efficient use of Company assets. You should protect against the improper disclosure, theft, or misuse of the Company’s intellectual and physical property. Unauthorized or improper disclosure, theft, or misuse of any such Company property can result in disciplinary measures, including termination. The Company’s assets, including email and all computer systems, should be used only for the Company’s legitimate business purposes. The content of the Company’s electronic communication infrastructure (e-mail, voicemail, Internet access) is not protected by any right of personal privacy, and the Company can access and monitor it at any time without notice.
Compliance with Laws, Rules, and Regulations
The Company is committed to compliance with Applicable Laws. The Company also maintains policies under the Securities Laws regarding such matters as insider trading that can be obtained from the Company’s Chief Financial Officer.
Each and every director, officer, and employee must comply with Applicable Laws. Questions or concerns about compliance issues should be raised by any of the means indicated under “Reporting and Enforcement Mechanisms” below.
Compliance with Antitrust and Competition Laws
The Company believes that the welfare of consumers is best served by economic competition. The Company policy is to compete vigorously, aggressively and successfully in today’s increasingly competitive business climate and to do so at all times in compliance with all applicable antitrust and unfair or deceptive trade practices laws in all the markets in which the Company operates. The Company seeks to excel while operating honestly and ethically, never through taking unfair advantage of others.
The antitrust laws of many jurisdictions are designed to preserve a competitive economy and promote fair and vigorous competition. The Company is required to comply with these laws and regulations and the Company is firmly committed to the philosophy underlying those laws. While the antitrust laws clearly prohibit most agreements to fix prices, divide markets, and boycott, they also proscribe conduct that is found to restrain competition unreasonably. This can include, depending on the facts and circumstances involved, certain attempts to tie or bundle services together, certain exclusionary activities and certain agreements that have the effect of harming a competitor or unlawfully raising prices. Employees involved in marketing, sales and purchasing, contracts or in discussions with competitors have a particular responsibility to ensure that they understand the Company’s standards and are familiar with applicable competition laws. Because these laws are complex and can vary from one jurisdiction to another, employees should seek advice from Company’s Chief Executive Officer or consult the Company’s legal counsel when questions arise.
Dealing with Government Employees
Officers and employees of the Company must respect the laws and regulations that affect government employees in any dealings with them. In dealing with U.S. government employees or U.S. state government employees, this means not providing or offering to provide anything of value—even normal business courtesies such as paying for lunch. Officers and employees must always be honest when dealing with government employees. This means not guessing or speculating if asked a question. No director, officer or employee will make any false certification to a government employee. The Company’s Chief Executive Officer will be consulted prior to offering employment to anyone who is a government employee.
Payments to Government Officials
No payment shall be made by the Company to any government official for the purpose of influencing any of the official’s acts or decisions, or inducing the official to use personal influence to affect any governmental act or decision. “Payment” means a transfer of money, a gift, or an offer or promise to give anything of value, whether made directly or indirectly, through trade associations, agents, consultants, or others. “Government Official” includes an officer or employee or any person acting for or on behalf of a government or a government unit.
U.S. Foreign Corrupt Practices Act
Many countries have laws that prohibit the payment of bribes to government officials. The U.S. Foreign Corrupt Practices Act (“FCPA”) also prohibits the Company from making payments to officials of governments outside the U.S. for the purpose of obtaining favorable government action or keeping government business. Specifically, this law prohibits the Company from directly or indirectly offering, promising to pay, or paying money or anything of value to government officials for the purpose of:
| ● | influencing the acts or decisions of the official; | |
| ● | inducing the official to act or failing to act in violation of his or her duties; and | |
| ● | inducing the official to use his or her influence to assist in obtaining or retaining business for or directing business to any person. |
The law also prohibits using intermediaries (for example, foreign affiliates, agents, and consultants) to channel payments to government officials for the same purposes. This law applies to the Company and all employees and agents of the Company, regardless of their residence or nationality. The Company expects our employees to refuse to make questionable payments. Furthermore, employees are not to engage in any lobbying activity that may be construed as being on behalf of or in connection with the Company. Any proposed payment or gift to a government official or lobbying activity that may be construed as being on behalf of or in connection with the Company must be reviewed and approved in advance by calling the Company’s legal counsel. Employees should be aware that they do not actually have to make the payment to violate the Company’s policy or the law, as merely offering, promising or authorizing it is sufficient.
Compliance with Securities Laws
One of the primary objective of the Securities Laws is to ensure that the public has accurate and complete information on which to base investment decisions. In furtherance of the commitment of the Company to furnish full, fair, accurate, timely and understandable disclosure in accordance with the Securities Laws, the Company has adopted Disclosure Controls and Procedures which incorporate the Company’s policies and procedures concerning internal financial controls. All employees are required to strictly adhere to these policies and procedures. If you obtain information causing you to believe that the Company’s books or records are not being maintained, or that its financial condition or results of operations are not being disclosed, in accordance with these controls and procedures, you must report the matter directly as required by the Company’s Whistleblower Policy.
In order to comply with its public disclosure obligations, the Company limits to a select group of executives the responsibility of dealing with investors and securities analysts. Any inquiries from investors, potential investors or analysts should be promptly referred to the Company’s Chief Executive Officer.
To promote compliance with applicable securities trading laws, the Company has adopted an Insider Trading Policy, which applies to all of the Company’s directors, officers, employees, consultants and contractors and governs transactions involving the Company’s securities.
Health and Safety
The Company is committed to providing safe and healthful working conditions for its employees, contractors, and visitors. The Company will conduct all operations and activities in a manner that protects human health and the quality of life. The Company recognizes that the responsibilities for safe and healthful working conditions are shared in the following ways:
| 1. | The Company will establish and implement health and safety programs and policies and provide the safeguards required to ensure safe and healthful conditions; | |
| 2. | Supervisors and managers will create an environment where employees have genuine concern for safety and all operations are performed with the utmost regard for the safety and health of all personnel involved; and | |
| 3. | All employees are expected to conduct their work in a safe manner and comply with all health and safety programs, policies, procedures, and laws. |
No employee may bring a firearm, weapon or explosive substance into the workplace. The prohibition on firearms and weapons does not apply to security guards who are licensed and expressly authorized to carry a firearm or weapon.
The Environment
The Company is committed to operating its businesses and facilities and to producing its products in a manner that respects and protects human health and the environment. The Company requires that its operations are in compliance with all national, regional, and local regulations relating to the environment, such as those affecting air emissions, water purity and waste disposal. Compliance with legal requirements is only a minimum standard. All employees are expected to be alert to environmental issues. Employees with responsibilities in any of these areas are expected to inform themselves of all standards applicable to their activities and to inquire of management if they are unsure of the requirements affecting their responsibilities.
Discrimination and Harassment
The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples of prohibited conduct include derogatory comments based on race, gender, ethnicity or sexual preference and unwelcome sexual advances.
Media Relations and Speaking Publicly
Since the Company’s reputation is one of its most important assets and because of the need to provide honest and consistent responses to the media, all inquiries and contacts from the media should be directed to the Chief Executive Officer. Employees should refer members of the media to the Chief Executive Officer and should make no comments on behalf of the Company, whether officially or “off the record.” All press releases concerning the Company are to be issued only with the approval of the Chief Executive Officer or, in his absence, the Chief Financial Officer.
You may not publish or post any material in written or electronic format (including articles, social media postings, blogs, videos or other media), give interviews or make public appearances that disclose confidential Company business-related information, such as information concerning the Company’s customers, technologies, products or services without prior approval from your supervisor. Employees communicating in any public venue or forum without approval must not give the appearance of speaking or acting on the Company’s behalf.
REPORTING AND ENFORCEMENT MECHANISMS
Among your most important responsibilities in this Company are the obligations to (1) comply with this Code and all Applicable Laws, including all the Securities Laws and Regulatory Rules applicable to the Company and its specific regulated businesses, and (2) report any situation or conduct you believe may constitute a possible violation of this Code or any of the Applicable Laws, including all the Securities Laws and Regulatory Rules applicable to the Company and its specific regulated businesses.
If you should learn of a potential or suspected violation of this Code, you have an obligation to report the relevant information through the Company’s Whistleblower Hotline or to one of the persons listed below. You may address questions about ethics issues and raise any concerns about a possible violation of this Code or Applicable Laws to:
| ● | a supervisor or department head; | |
| ● | the Company’s Chief Executive Officer; and/or | |
| ● | Company legal counsel. |
Frequently, a supervisor or department head will be in the best position to resolve the issue quickly. However, you may also raise any question or concern with any of the other persons listed above. You may do so orally or in writing and, if preferred, anonymously.
If the issue or concern relates to the Company’s financial statement disclosures, accounting practices, internal controls or auditing matters or possible violations of the Securities Laws or the rules or regulations promulgated thereunder, or a violation of the Applicable Laws that may have an impact on the financial or business disclosure of the Company, you are required to promptly report it pursuant to the procedures set forth in the Company’s Whistleblower Policy. In accordance with the Company’s Whistleblower Policy, such report may be anonymous.
POLICY AGAINST RETALIATION
The Company will not tolerate retaliation in any form against any person who in good faith reports suspected violations of the Code, voices other ethical concerns, or who is involved on the Company’s behalf in investigating or helping to resolve any such issue. The Company will not discharge, demote, suspend, threaten, harass, or in any other manner discriminate against any employee for providing information, causing information to be provided, or otherwise assisting in an investigation of any conduct that such person reasonably and in good faith believes constitutes a violation of this Code. Any acts of retaliation against an employee for any such conduct will be treated as a serious violation of this Code and may result in discipline, including immediate termination by the Company and/or criminal or civil sanctions. If you believe you have been subjected to such retaliation, you should report the situation as soon as possible to the Company’s Chief Executive Officer or to the Company’s legal counsel.
PENALTIES FOR VIOLATIONS
The Company is committed to taking prompt and consistent action in response to violations of this Code. Any covered person who violates the Code is subject to disciplinary action, including immediate termination. The Company will promptly investigate internally reports of suspected violations. It will evaluate suspected violations on a case-by-case basis and apply an appropriate sanction, including, in its sole discretion, reporting the violation to authorities.
WAIVER/AMENDMENTS
Only the Board may waive application of or amend any provision of this Code.
Adopted Effective June 17, 2024