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Letter to Stockholders | | | | | | | |
Notice of 2023 Annual Meeting of Stockholders | | | | | | | |
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Proposal No. 1 — Election of Directors | | | |
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Directors and Officers
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8
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NAME
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AGE
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POSITION
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| Andrew Pascal | | |
57
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| | Chief Executive Officer and Chairman of the Board | |
| James Murren | | |
61
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| | Director | |
| Jason Krikorian | | |
51
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| | Director | |
| Joe Horowitz | | |
71
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| | Director | |
| Judy K. Mencher | | |
66
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| | Director | |
| Steven J. Zanella | | |
53
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| | Director | |
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ANDREW PASCAL
Chief Executive Officer and Chairman of the Board
Age: 57
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Mr. Pascal has served as our Chief Executive Officer and Chairman of the Board of Directors since June 21, 2021, and prior to this served as a Co-Founder, Chairman, and Chief Executive Officer of the Company’s predecessor entity, PlayStudios, Inc. (“Old PLAYSTUDIOS”), which he co-founded in 2011. Prior to co-founding Old PLAYSTUDIOS, Mr. Pascal served as Senior Vice President of Product Marketing and Development at Wynn Las Vegas, a luxury casino resort property owned by Wynn Resorts, Ltd., beginning in 2003 during the project’s development phase, before ascending to the roles of President and Chief Operating Officer in 2005. Throughout Mr. Pascal’s tenure, Wynn Las Vegas garnered multiple awards from the world’s leading hospitality guides. In 2008, Mr. Pascal led the development and launch of Wynn Las Vegas’ sister property, Encore Las Vegas. From 2001 to 2003, Mr. Pascal served as President and Chief Executive Officer of WagerWorks, Inc., a company he founded as a casino solutions and content supplier for many of the world’s largest gaming and media brands. Following Mr. Pascal’s departure, WagerWorks was acquired by International Game Technology. Mr. Pascal holds a Bachelor of Arts in Economics from the University of Colorado, Boulder. We believe Mr. Pascal is qualified to serve on the Board of Directors based on his substantial business experience, leadership, and management experience as the Chief Executive Officer of Old PLAYSTUDIOS and previously as a founder of, and executive director at, other software companies.
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9
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JAMES MURREN
Director
Age: 61
Board Committees:
•
Audit, Chair
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Mr. Murren has served as a member of the Board of Directors since June 21, 2021, and prior to this, served as Chairman of the Board of Directors of Acies Acquisition Corp. (“Acies”), our predecessor, a special-purpose acquisition company, or SPAC, since August 2020. Mr. Murren currently serves as member of the Boards of Directors of Recreation Equipment, Inc. (operating as REI Co-Op, the largest consumer co-operative in the United States), Paysafe Limited. and SimpleBet, Inc. Mr. Murren was also the Chair of the Nevada COVID-19 Response, Relief and Recovery Task Force. He was the chair of the Leadership Board of the University of Southern California’s Keck School of Medicine and has been a member of the Board of Trustees for Howard University since 2016. Mr. Murren first joined MGM Resorts International in 1998 as the Chief Financial Officer and served as the Chairman and CEO of MGM Resorts International from December 2008 to February 2020. He also served as Chairman of the American Gaming Association from 2014 to 2017, was on the Board of Trustees of the Brookings Institution from 2011 to 2018, served on the National Infrastructure Advisory Council from December 2013 to 2020, and served as a director of Delta Petroleum Corporation from February 2008 to November 2011. Mr. Murren co-founded the Nevada Cancer Institute, which was the official cancer institute for the state of Nevada until 2013, and served as a director from 2002 to 2012. Mr. Murren is also a founding contributor to Nevada’s first Fisher House, which provides housing for military and Veterans’ families, which was founded in February 2016. He also served as a member of the Business Roundtable, an association of CEOs of leading U.S. companies. Mr. Murren received his Bachelor of Arts from Trinity College. He is a CFA® charterholder. We believe Mr. Murren is qualified to serve on the Board of Directors due to his significant leadership experience.
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JASON KRIKORIAN
Director
Age: 51
Board Committees:
•
Audit
•
Nominating and Corporate Governance, Chair
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Mr. Krikorian has served as a member of the Board of Directors since June 21, 2021. He was a General Partner with DCM, an international venture capital firm, from 2010 through 2022. Mr. Krikorian has also served as a member of the board of directors of Matterport, Inc. since 2014, Augmedix, Inc. since June 2017 and Shift Technologies, Inc. from September 2018 through December 2022. He also has experience as a board member of other private companies. Before joining DCM, Mr. Krikorian was a co-founder of Sling Media, Inc., a pioneering digital media company and creator of the Slingbox, where he led the establishment of partnerships with global multiple system operators and mobile operators, as well as the international expansion of the company. Prior to Sling Media, Mr. Krikorian was a partner at id8 Group where he advised leading global brands on product and business strategy focusing on digital media and mobile device platforms. He also spent time at the Boston Consulting Group, where he advised Fortune 500 clients in the retail, automotive, and utilities sectors. Mr. Krikorian holds a Bachelor of Arts in Psychology from the University of California, Berkeley, and both a Master of Business Administration and Juris Doctorate from the University of Virginia. We believe Mr. Krikorian is qualified to serve on the Board of Directors due to his experience as an investor in the mobile device platforms space and his background and understanding of the Internet and digital media industries.
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10
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JOE HOROWITZ
Director
Age: 71
Board Committees:
•
Compensation
•
Nominating and Corporate Governance
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Mr. Horowitz has served as a member of the Board of Directors since June 21, 2021. Mr. Horowitz has been the Managing General Partner of Icon Ventures, a leading Silicon Valley venture capital firm, since 2003. Mr. Horowitz was also a founder of Icon Ventures in 2003 and has overseen its growth from $100 million in assets under management to $1.1 billion. Mr. Horowitz’s venture capital experience also includes a 10-year tenure at U.S. Venture Partners, where the first deal that he worked on was the seed financing of Sun Microsystems. He was also Chairman and CEO of Geocast Network Systems, a broadband infrastructure company backed by Mayfield, Kleiner Perkins and Institutional Venture Partners. Current Icon Ventures portfolio companies that Mr. Horowitz is a board member of, or actively involved with, include Area 1 Security, Global Worldwide, Synack, TuneIn and Volansi. He has also served on the board of the National Venture Capital Association and was previously a board member of the Western Association of Venture Capitalists. Mr. Horowitz holds a Bachelor of Arts in Economics from Columbia University and a Master of Business Administration from the Wharton Graduate School of Business. We believe Mr. Horowitz is qualified to serve on the Board of Directors due to his experience as an investor, board member or executive officer of multiple technology companies and his understanding of the technology industry.
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JUDY K. MENCHER
Director
Age: 66
Board Committees:
•
Audit
•
Compensation, Chair
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Ms. Mencher has served as a member of the Board of Directors since June 21, 2021. Ms. Mencher currently serves as a member of the board of directors of New Millennium Homes, a California home builder, since 1997 and Spiral Water Technologies, a New Jersey manufacturer of advanced water filtration systems, since November 2018. Ms. Mencher is also the founder and Chief Executive Officer of Race Point Investors, LLC, a consultancy firm that specializes in advising various private equity funds and hedge funds on distressed investments and other matters, since March 2018. Prior to joining Race Point Investors, LLC, Ms. Mencher served as Principal of DDJ Capital Management, a firm that specializes in high yield and distressed investing, with assets under management during her tenure of $1 billion to $3 billion from 1996 to 2006. Ms. Mencher holds a Bachelor of Arts in Economics from Tufts University and both a Juris Doctorate and Master of Business Administration from Boston University. We believe Ms. Mencher is qualified to serve on the Board of Directors due to her experience as a board member of other companies and in evaluating investments, as well as her background in finance.
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11
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STEVEN J. ZANELLA
Director
Age: 53
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Mr. Zanella has served as a member of the Board of Directors since December 21, 2021, and was a member of the board of directors of Old PLAYSTUDIOS from June 2020 to June 2021. Mr. Zanella is the Chief Commercial Officer at MGM Resorts International and oversees Public Relations, Marketing, Direct Marketing, Group Sales, Social Media, Sports & Sponsorships, Loyalty and Commercial Strategy. Prior to taking on his current role with MGM Resorts International, Mr. Zanella served as President and Chief Operating Officer of CityCenter from 2019 to 2020, where he oversaw daily operations and provided strategic direction for the ultra-luxury resorts, which includes Aria Resort & Casino and Vdara Hotel & Spa. From 2016 to 2019, Mr. Zanella served as President of Core Properties which managed a portfolio of Las Vegas properties and several corporate departments. From 2013 to 2016, Mr. Zanella held the position of President and Chief Operating Officer of MGM Grand Detroit where he was responsible for the day-to-day operations of one of the most dynamic resorts in the region. In addition to overseeing all resort operations and guiding the property’s strategic direction, he cultivated MGM Grand Detroit’s guest service culture and fostered open communication and teamwork within the property and across MGM Resorts International. A veteran of the hospitality industry with more than 30 years of experience, he joined MGM Resorts International in 1991 as a participant in the Management Associate Program, which is a hands-on training curriculum for college graduates. In his tenure with MGM Resorts International, Mr. Zanella has also served as Senior Vice President of Marketing for MGM Grand Las Vegas, Vice President of Slots at Beau Rivage, Director of Slot Marketing and Player Development also at Beau Rivage and Domestic Marketing Administrator for Table Games Marketing at The Mirage. Mr. Zanella holds a Bachelor of Science in Hotel Administration from the University of Nevada, Las Vegas and a Master of Business Administration from the University of Michigan’s Stephen M. Ross School of Business. We believe Mr. Zanella is qualified to serve on the Board of Directors due to his significant management experience as a senior executive of a public company and his understanding of the entertainment and gaming industry.
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Board Diversity Matrix (As of April 12, 2023)
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Total Number of Directors
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6
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| | | |
Female
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Male
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Non-Binary
|
| | Did Not Disclose Gender |
|
| Gender Identity | | | | | | | | | | | | | |
| Directors | | |
1
|
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5
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—
|
| |
—
|
|
| Demographic Background | | | | | | | | | | | | | |
| African American or Black | | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| Alaskan Native or Native American | | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| Asian | | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| Hispanic or Latinx | | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| Native Hawaiian or Pacific Islander | | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| White | | |
1
|
| |
5
|
| |
—
|
| |
—
|
|
| Two or More Races or Ethnicities | | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| LGBTQ+ | | |
1
|
| |
—
|
| |
—
|
| |
—
|
|
| Persons with Disabilities | | |
—
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12
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SCOTT PETERSON
Chief Financial Officer
Age: 56
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Mr. Peterson has served as our Chief Financial Officer since June 21, 2021 and prior to this served as the Chief Financial Officer of Old PLAYSTUDIOS since June 2017. Mr. Peterson is a seasoned finance executive with expertise in accounting, financial management, and compliance, and brings more than 20 years of senior level financial leadership of public and private companies. In 2005, he was named Vice President and Chief Financial Officer for Wynn Macau, and returned to Las Vegas as the Senior Vice President and Chief Financial Officer of Wynn Las Vegas in 2009 and continued in such position until 2015. Mr. Peterson’s responsibilities encompassed all aspects of finance, accounting, and both casino and hotel finance operations. He was also the principal finance and accounting officer responsible for casino and hotel compliance with Wynn’s internal controls, as well as state and federal requirements under the Sarbanes-Oxley Act and the Nevada Gaming Control Board. Mr. Peterson holds a Bachelor of Science in Accounting from the University of Southern California.
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JOEL AGENA
General Counsel and Secretary
Age: 60
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Mr. Agena has served as our General Counsel and Secretary since February 23, 2022, and as our Vice President, Legal Counsel and Secretary since June 21, 2021, and prior to this served as the Vice President, Legal Counsel and Secretary of Old PLAYSTUDIOS since January 2019. Mr. Agena is responsible for overseeing all of our legal affairs, including corporate governance, mergers and acquisitions, securities, finance, general business, and content licensing. Mr. Agena has more than 25 years of experience as a practicing attorney. Prior to joining Old PLAYSTUDIOS in January 2019, Mr. Agena served as Old PLAYSTUDIOS’ outside counsel since its inception in 2011. In 2001 he founded The Phoenix Law Group where his practice was focused on acting as outside general counsel for emerging growth companies. Mr. Agena received a Juris Doctorate from the University of Nebraska, College of Law in 1997 where he was a Member of the Law Review, Order of the Coif, and an Arthur E. Perry Scholar.
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13
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14
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15
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16
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17
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18
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19
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NAME
|
| |
FEE EARNED
OR PAID IN CASH ($) |
| |
STOCK
AWARDS ($)(1) |
| |
OPTION
AWARDS |
| |
ALL OTHER
COMPENSATION ($) |
| |
TOTAL
($) |
|
| James Murren | | |
55,000
|
| |
150,000
|
| |
—
|
| |
—
|
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205,000
|
|
| Jason Krikorian | | |
65,000
|
| |
150,000
|
| |
—
|
| |
—
|
| |
215,000
|
|
| Joe Horowitz | | |
—
|
| |
150,000
|
| |
—
|
| |
—
|
| |
150,000
|
|
| Judy K. Mencher | | |
65,000
|
| |
150,000
|
| |
—
|
| |
—
|
| |
215,000
|
|
| Steven J. Zanella | | |
40,000
|
| |
150,000
|
| |
—
|
| |
—
|
| |
190,000
|
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20
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CLASS A
COMMON STOCK |
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CLASS B
COMMON STOCK |
| |
COMBINED
VOTING POWER** |
| |||||||||
| NAME AND ADDRESS OF BENEFICAL OWNER(1) |
| |
NUMBER
|
| |
%
|
| |
NUMBER
|
| |
%
|
| ||||||
| 5% Holders of New PLAYSTUDIOS: | | | | | | | | | | | | | | | | | | | |
| MGM Resorts International(2) | | | | | 16,647,124 | | | |
14.3%
|
| |
—
|
| |
—%
|
| |
3.7%
|
|
| Activision Publishing, Inc.(3) | | | | | 12,677,398 | | | |
10.9%
|
| |
—
|
| |
—%
|
| |
2.9%
|
|
| Directors and Executive Officers: | | | | | | | | | | | | | | | | | | | |
| Andrew Pascal | | | | | 406,300(4) | | | |
*
|
| |
14,524,625(5)
|
| |
79.3%
|
| |
76.1%(6)
|
|
| James Murren | | | | | 1,815,351(7) | | | |
1.5%
|
| |
—
|
| |
—%
|
| |
*
|
|
|
Jason Krikorian(8)
|
| | | | 25,510 | | | |
*
|
| |
—
|
| |
—%
|
| |
*
|
|
|
Joe Horowitz(9)
|
| | | | 25,510 | | | |
*
|
| |
—
|
| |
—%
|
| |
*
|
|
| Judy K. Mencher | | | | | 592,609(10) | | | |
*
|
| |
—
|
| |
—%
|
| |
*
|
|
|
Steven J. Zanella(11)
|
| | | | 25,510 | | | |
*
|
| |
—
|
| |
—%
|
| |
*
|
|
| Scott Peterson | | | | | 661,373(12) | | | |
*
|
| |
—
|
| |
—%
|
| |
*
|
|
| Joel Agena | | | | | 433,043(13) | | | |
*
|
| |
—
|
| |
—%
|
| |
*
|
|
|
All directors and executive officers as a group (8 individuals)
|
| | | | 3,985,206(14) | | | |
3.4%
|
| |
14,524,625(5)
|
| |
79.3%
|
| |
76.6%
|
|
|
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21
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22
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23
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24
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|
| NAME AND PRINCIPAL POSITION |
| |
YEAR
|
| |
SALARY
($) |
| |
BONUS
($) |
| |
STOCK
AWARDS ($)(1) |
| |
ALL OTHER
COMPENSATION ($) |
| |
TOTAL
($) |
| |||
|
Andrew Pascal,
Chairman and CEO |
| |
2022
|
| |
500,000
|
| |
375,000(5)
|
| |
—
|
| | | | 375,000(3)(5) | | | |
1,250,000
|
|
| | | |
2021
|
| |
500,000
|
| |
—
|
| |
—
|
| | | | 1,500,000(2) | | | |
2,000,000
|
|
|
Scott Peterson,
CFO |
| |
2022
|
| |
331,923
|
| |
85,000(5)
|
| |
2,290,500
|
| | | | 75,000(3) | | | |
2,782,423
|
|
| | | |
2021
|
| |
250,000
|
| |
25,000(4)
|
| |
—
|
| | | | 801,800(2) | | | |
1,076,800
|
|
|
Joel Agena,
General Counsel and Secretary |
| |
2022
|
| |
265,962
|
| |
50,000(5)
|
| |
1,527,000
|
| | | | 75,000(3) | | | |
1,917,962
|
|
| | | |
2021
|
| |
225,000
|
| |
25,000(4)
|
| |
—
|
| | | | 600,000(2) | | | |
850,000
|
|
|
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| |
25
|
|
|
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26
|
|
| | | |
OPTION AWARDS(1)
|
| |
STOCK AWARDS
|
| ||||||||||||||||||
|
NAME
|
| |
GRANT
DATE |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
OPTION
EXERCISE PRICE ($) |
| |
OPTION
EXPIRATION DATE |
| |
Number
of RSUs That Have Not Vested (#) |
| |
Market
Value of RSUs That Have Not Vested ($)(3) |
| |||
|
Andrew Pascal
|
| | | | 4/17/17 | | | |
1,864,324
|
| |
—
|
| |
1.01
|
| |
4/17/2027
|
| |
—
|
| |
—
|
|
|
Scott Peterson
|
| | | | 6/29/17 | | | |
67,974
|
| |
—
|
| |
1.01
|
| |
4/1/2027
|
| |
300,000
|
| |
1,164,000
|
|
| | | | | | 2/28/19(2) | | | |
65,543
|
| |
2,428
|
| |
1.44
|
| |
1/1/2029
|
| |
—
|
| |
—
|
|
|
Joel Agena
|
| | | | 12/22/15 | | | |
46,609
|
| |
—
|
| |
0.90
|
| |
9/1/2025
|
| |
200,000
|
| |
776,000
|
|
| | | | | | 6/29/17 | | | |
93,217
|
| |
—
|
| |
1.01
|
| |
5/1/2027
|
| |
—
|
| |
—
|
|
| | | | | | 2/28/19(2) | | | |
91,274
|
| |
1,943
|
| |
1.44
|
| |
1/1/2029
|
| |
—
|
| |
—
|
|
|
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27
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|
|
PLAN CATEGORY
|
| |
NUMBER OF
SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS AND RIGHTS |
| |
WEIGHTED-
AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS AND RIGHTS(1) |
| |
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) |
| ||||||
| | | |
(a)
|
| |
(b)
|
| |
(c)
|
| ||||||
| Equity compensation plans approved by security holders(2) | | | | | 20,743(3) | | | |
$1.11
|
| | | | 13,920(4)(5) | | |
| Equity compensation plans not approved by security holders | | | | | — | | | |
—
|
| | | | — | | |
| Total | | | | | 20,743 | | | | | | | | | 13,920 | | |
|
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28
|
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|
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29
|
|
|
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| |
30
|
|
|
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| |
31
|
|
|
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32
|
|
| | | |
2022
|
| |
2021
|
|
| Audit Fees(1) | | |
$839
|
| |
$1,365
|
|
| Audit-Related Fees(2) | | |
20
|
| |
—
|
|
| Tax Fees(3) | | |
750
|
| |
1,190
|
|
| All Other Fees(4) | | |
4
|
| |
490
|
|
|
Total
|
| |
$1,613
|
| |
$3,045
|
|
|
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33
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34
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35
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36
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