To our knowledge, based solely on a review of the copies of such reports furnished to us,
and written representations that no other reports were required during the fiscal year ended December 31, 2017, all reports required to be filed under Section 16(a) during 2017 were filed on a timely basis.
TRANSACTIONS WITH RELATED PERSONS
Other than compensation arrangements for our named executive officers and directors, we describe below each transaction or series of similar
transactions, since January 1, 2017, to which we were a party or will be a party, in which:
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the amounts involved exceeded or will exceed $120,000; and
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any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
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Compensation arrangements for our named executive officers and directors are described in the section entitled
Executive Compensation.
Redemptions of our Class A and Class B Common Stock
On May 1, 2015, we redeemed 200,000 shares of our Class A Common Stock held by Upali Fonseka, who was one of our holders of more than 5%
of our outstanding capital stock for a portion of 2017 but is no longer a 5% holder, for an aggregate purchase price of $711,000.00, payable in 12 equal quarterly installments with an interest rate of 1% per year, commencing on August 1, 2015
and ending on May 1, 2018.
On December 1, 2016, we redeemed 113,388 shares of our Class B Common Stock held by George J.
Christ and Deborah M. Christ, Trustees of The Christ Revocable Trust dated May 8, 2015, one of the holders of more than 5% of our outstanding capital stock, for an aggregate purchase price of $540,010, which was paid in nine equal monthly
installments commencing on January 10, 2017 and ending on September 10, 2017.
On December 1, 2016, we redeemed 59,108
shares of our Class A Common Stock held by James E. Brancheau & Paula M. Brancheau JTWROS for an aggregate purchase price of $267,316, which was paid in 11 installments and accrued interest at a rate of 1% per month. We
paid the first installment of $22,464 on January 10, 2017 and paid the remainder of the purchase price, plus interest, in 10 equal monthly installments commencing on February 10, 2017 and ending on November 10, 2017.
Indemnification of Officers and Directors
We have entered into indemnification agreements with each of our current directors and executive officers. These agreements require us to
indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be
indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.
Policies and Procedures for
Related Party Transactions
Our audit committee has the primary responsibility for the review, approval and oversight of any
related party transaction, which is any transaction, arrangement, or relationship (or series of similar transactions, arrangements, or relationships) in which we are, were, or will be a participant and the amount involved exceeds
$120,000, and in which the related person has, had, or will have a direct or indirect material interest. Under our related party transaction policy, our management will be required to submit any related person transaction not previously approved or
ratified by our audit committee to our audit committee. In approving or rejecting the proposed transactions, our audit committee will take into account all of the relevant facts and circumstances available.
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