¨ | Preliminary Proxy Statement | |
¨ | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) | |
x | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
¨ | Soliciting Material Pursuant to Section 240.14a-12 |
x | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
1. | The election of five directors to serve until the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified, or until their earlier resignation or removal. |
2. | The approval of a non-binding advisory vote on executive compensation. |
3. | The approval of an amendment to the Company’s amended and restated certificate of incorporation to increase the number of shares of authorized common stock. |
4. | Any other business which may be properly brought before the meeting or any adjournment thereof. |
Completion of Board Terms | |
Security Ownership of Executive Officers, Directors and Certain Beneficial Owners | |
Director Stock Ownership Guidelines | |
Audit Committee Report | |
Independent Registered Public Accounting Firm | |
Corporate Governance and Nominating Committee Report | |
Compensation Committee | |
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | |
Executive Officers | |
Compensation Overview | |
Executive Compensation | |
PROPOSAL 3: APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK | |
Name | Fees earned or paid in cash | Stock awards | Non-equity incentive plan compensation | All other compensation | Total | |||||||||||||||
Michelle M. Adams | $ | 76,000 | $ | 100,000 | $ | — | $ | — | $ | 176,000 | ||||||||||
Ted D. Brown | $ | 80,000 | $ | 100,000 | $ | — | $ | — | $ | 180,000 | ||||||||||
L. Melvin Cooper | $ | 92,000 | $ | 100,000 | $ | — | $ | — | $ | 192,000 | ||||||||||
L.V. “Bud” McGuire (1) | $ | 57,667 | $ | 152,000 | $ | — | $ | — | $ | 209,667 | ||||||||||
David Nierenberg (2) | $ | 27,667 | $ | 152,000 | $ | — | $ | — | $ | 179,667 | ||||||||||
Paul W. Hobby (3) | $ | 47,862 | $ | 78,494 | $ | — | $ | — | $ | 126,356 | ||||||||||
Katherine T. Richard (4) | $ | 20,693 | $ | — | $ | — | $ | — | $ | 20,693 |
(1) | Mr. McGuire elected to receive his annual retainer in common stock of the Company in lieu of cash after the 2019 annual meeting. Stock award amounts include the grant of common stock in respect the subsequent year retainer. |
(2) | Mr. Nierenberg elected to receive his annual retainer in common stock of the Company in lieu of cash after the 2019 annual meeting. Stock award amounts include the grant of common stock in respect the subsequent year retainer. |
(3) | Mr. Hobby’s earned fees and stock awards are prorated amounts reflecting his appointment to the Board on March 19, 2019. |
(4) | Ms. Richard’s term as a director on the Board expired on May 24, 2019. |
Name | Shares Owned (a) | Percent of Class (b) | |||
Named Executive Officers and Directors | |||||
John W. Gibson Jr. | 770,000 | 1.31% | |||
John W. Chisholm (c) | 1,180,095 | 2.00% | |||
Elizabeth T. Wilkinson | 266,870 | * | |||
James A. Silas | 226,317 | * | |||
Joshua A. Snively Sr. (d) | 438,493 | * | |||
Michelle M. Adams | 89,407 | * | |||
Ted D. Brown | 109,544 | * | |||
L. Melvin Cooper | 170,763 | * | |||
Paul W. Hobby | 66,037 | * | |||
L.V. “Bud” McGuire | 208,217 | * | |||
David Nierenberg (e) | 3,514,062 | 5.96% | |||
All executive officers and directors as a group (12 persons) (f) | 5,814,350 | 9.86% | |||
5% Beneficial Owners | |||||
BlackRock, Inc. (g) | 3,781,827 | 6.42% | |||
Dimensional Fund Advisors LP (h) | 3,704,636 | 6.28% | |||
David Nierenberg (e) | 3,514,062 | 5.96% |
(a) | Except as otherwise disclosed, the persons named in the table have sole voting and investment power of all shares of Common Stock which are beneficially owned by them. None of the current executive officers or directors have pledged shares. |
(b) | Based on 58,951,784 shares of Common Stock entitled to vote as of March 16, 2020. |
(c) | Mr. Chisholm ceased to be an officer and a director of the Company effective January 5, 2020. Stock information taken from Mr. Chisholm’s Form 4 filed on January 3, 2020. |
(d) | Mr. Snively ceased to be an officer of the Company effective February 28, 2019. Stock information taken from Mr. Snively’s Form 4 filed on January 3, 2019. |
(e) | Includes 3,447.613 shares of Common Stock owned by The D3 Family Fund, LP, The D3 Family Bulldog Fund, LP, and Haredale Ltd. Mr. Nierenberg is the sole owner of Nierenberg Investment Management Company, Inc. Nierenberg Investment Management Company, Inc. is the investment manager with respect to the shares held by each of The D3 Family Fund, LP, The D3 Family Bulldog Fund, LP, and Haredale Ltd. Mr. Nierenberg has disclaimed ownership of these securities except to the extent of his pecuniary interest therein. |
(f) | Includes Mark Lewis, who was appointed an executive officer effective August 13, 2019, Ryan Ezell, who was appointed an executive officer effective January 23, 2020, and Nicholas J. Bigney, who was appointed an executive officer effective February 3, 2020. |
(g) | The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. Ownership information originated from the Schedule 13G/A filed with the SEC by BlackRock, Inc. on February 5, 2020. |
(h) | The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, TX 78746. Ownership information originated from the Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP on February 12, 2020. |
Director | Audit | Corporate Governance and Nominating | Compensation |
Michelle M. Adams | X | C | |
Ted D. Brown | X | C | |
L. Melvin Cooper | C | X | |
Paul W. Hobby | X | X | |
L.V. “Bud” McGuire | X | X | |
David Nierenberg | X | X | X |
• | Oversee the Company’s financial reporting processes; |
• | Appoint, oversee, replace and determine funding for the independent auditors; |
• | Pre-approve all auditing services and non-audit services performed by the independent auditors; |
• | Review with management the Company’s 10-Qs, 10-K, Annual Report and other financial statements; |
• | Periodically discuss with management the Company’s plans regarding earnings press releases and providing guidance to analysts and ratings agencies; |
• | Discuss with management and the independent auditors significant financial reporting issues and judgments, including any significant changes in accounting principles and internal controls; and |
• | Establish procedures for retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters. |
2019 | 2018 | ||||||
Audit fees | $ | 737,000 | $ | 746,500 | |||
Audit related fees | 10,500 | 37,350 | |||||
Tax fees | — | — | |||||
All other fees | — | — | |||||
Total | $ | 747,500 | $ | 783,850 |
• | Review at least annually the structure of the Board to assure that proper skills and experience are represented; |
• | Recommend candidates to fill vacancies on the Board as they occur; |
• | Recommend a slate of nominees for director for election or reelection by the shareholders at the annual meeting; |
• | Identify individuals qualified to serve as potential Board members; |
• | Assess the performance of directors in evaluating their renomination; |
• | Periodically review the composition of the Board and its committees and consider rotation of committee members and chairpersons; |
• | Recommend to the Board the membership of committees (other than the Corporate Governance and Nominating Committee) |
• | Develop and recommend to the Board the Company’s corporate governance guidelines and oversee compliance; |
• | Review and consider any requests for waivers of the Company’s corporate governance guidelines or code of business conduct and ethics, and make a |
• | Review potential conflicts of interest involving directors and determine whether or not such director(s) may vote on any issue on which there may be a conflict; |
• | Review all related party transactions and determine whether such transactions are appropriate for the Company; |
• | Review its own performance and the committee charter at least annually; and |
• | Review executive development and succession plans, including strategies for the Company’s senior management positions. |
• | Review, approve and evaluate corporate goals and objectives relevant to compensation of each of the Company’s executive officers and CEO direct reports; |
• | Adopt a compensation strategy and determine the salary, bonuses and other compensation of the executive officers and CEO direct reports based on performance and the most recent “say-on-pay” advisory vote; |
• | Award equity awards to executive officers, CEO direct reports and other employees of the Company pursuant to established plans; |
• | Adopt compensation policies and programs that are consistent with corporate strategy and meeting related legal requirements; |
• | Make recommendations to the Board regarding Board member compensation; and |
• | Oversee compensation and benefits programs applicable to all employees of the Company. |
Name and Age | Positions | Position Held Since | ||
John W. Chisholm (65) (1) | Chief Executive Officer | 2012 | ||
President and Chairman of the Board | 2010 | |||
Interim President | 2009 | |||
Elizabeth T. Wilkinson (62) | Chief Financial Officer | 2018 | ||
James A. Silas (45) | Senior Vice President, Research and Innovation | 2016 | ||
Vice President of Research and Innovation | 2015 | |||
Research Scientist | 2013 | |||
Joshua A. Snively, Sr. (55) (2) | Executive Vice President, Operations | 2017 | ||
Executive Vice President, Research and Innovation | 2013 | |||
President of Florida Chemical Company, Inc., a wholly-owned subsidiary of the Company | 2013 |
(1) | Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020. |
(2) | Mr. Snively ceased to be an officer and employee effective February 28, 2019. |
Compensation Element | Objective | Key Features |
Base Salary | Provides regular income, reflecting scope of responsibilities, job characteristics, leadership skills and experience. | Reviewed annually based on individual performance. While base salary is not performance-based, annual increases are not guaranteed. |
Short-Term Incentives | Rewards contributions to achievement of annual targets and individual performance, with a focus on key financial indicators. | Compensation Committee determines performance measures to align incentives with short-term goals. |
Long-Term Incentives | Correlates pay with shareholder value and aligns executives with value increases; helps to retain executives in the competitive energy market. | Gives incentive for performance over long period, with a combination of staggered vesting and cliff vesting over three years. |
CARBO Ceramics, Inc. | NCS Multistage Holdings, Inc. | |
Dawson Geophysical Company | Nuverra Environmental Solutions, Inc. | |
Era Group Inc. | Pioneer Energy Services Corp. | |
Gulf Island Fabrication, Inc. | Quintana Energy Services, Inc. | |
Hornbeck Offshore Services, Inc. | Ranger Energy Services, Inc. | |
ION Geophysical Corporation | RigNet, Inc. | |
Key Energy Services, Inc. |
Name | Title | 2018 Salary | 2019 Salary | Percent Increase | ||||
Elizabeth T. Wilkinson | Chief Financial Officer | $300,000 | $350,000 | 16.7% | ||||
James A. Silas | Senior Vice President, Research and Innovation | $278,654 | $285,000 | 2.3% | ||||
Joshua A. Snively, Sr. (1) | Executive Vice President, Operations | $499,166 | * | * |
(1) | Mr. Snively ceased to be an officer and employee effective February 28, 2019. |
• | an annual adjusted EBITDA bonus; |
• | an annual revenue bonus; and |
• | an individual goal bonus. |
Bonus Percentage Targets | ||||
Total | Adjusted EBIDTA | Revenue | Goal Bonus | |
John W. Chisholm (1) | 110% | 50% | 20% | 30% |
Elizabeth T. Wilkinson | 75% | 50% | 20% | 30% |
James A. Silas | 75% | 50% | 20% | 30% |
Joshua A. Snively (2) | * | * | * | * |
(1) | Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020. |
(2) | Mr. Snively ceased to be an officer and employee effective February 28, 2019. As this was prior to the implementation of the 2019 short-term incentive program, Mr. Snively was not included in the short-term incentive program. |
Adjusted | ||||||||||||||||||||
EBITDA | Revenue | Goal | Discretionary | Total | ||||||||||||||||
John W. Chisholm (1) | $ | — | $ | 20,873 | $ | 95,288 | $ | — | $ | 116,161 | ||||||||||
Elizabeth T. Wilkinson | $ | — | $ | 9,056 | $ | 83,672 | $ | — | $ | 92,728 | ||||||||||
James A. Silas | $ | — | $ | 7,374 | $ | 61,720 | $ | — | $ | 69,094 | ||||||||||
Joshua A. Snively (2) | $ | — | $ | — | $ | — | $ | — | $ | — |
(1) | Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020. |
(2) | Mr. Snively ceased to be an officer and employee effective February 28, 2019. As this was prior to the implementation of the 2019 short-term incentive program, Mr. Snively was not included in the short-term incentive program. |
Award Factor | |
John W. Chisholm (1) | 2.25 |
Elizabeth T. Wilkinson | 1.35 |
James A. Silas | 1.35 |
Joshua A. Snively (2) | * |
(1) | Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020. |
(2) | Mr. Snively ceased to be an officer and employee effective February 28, 2019. As this was prior to the implementation of the 2019 long-term incentive program, Mr. Snively was not included in the long-term incentive program. |
Restricted | TSR Peer | TSR Index | ||||||||||||||
Stock | Group Units | Group Units | Total (3) | |||||||||||||
John W. Chisholm (1) | $ | 668,013 | $ | 581,938 | $ | 575,441 | $ | 1,825,392 | ||||||||
Elizabeth T. Wilkinson | $ | 277,998 | $ | 222,134 | $ | 219,716 | $ | 719,848 | ||||||||
James A. Silas | $ | 157,752 | $ | 180,933 | $ | 178,913 | $ | 517,598 | ||||||||
Joshua A. Snively, Sr. (2) | $ | — | $ | — | $ | — | $ | — |
(1) | Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020, at which time all time-vesting Restricted Stock, TSR Peer Group Units and TSR Index Group Units awarded as 2019 long-term incentives were forfeited by Mr. Chisholm, other than 123,750 shares of Restricted Stock granted pursuant to the 2019 long-term incentive program, which was settled in cash at the time of Mr. Chisholm’s departure for $257,400. |
(2) | Mr. Snively ceased to be an officer and employee effective February 28, 2019. As this was prior to the implementation of the 2019 long-term incentive program, Mr. Snively was not included in the long-term incentive program. |
(3) | Amounts assume that the TSR Peer Group Units and the TSR Index Group Units convert at 100% and are valued as of the date of award. |
Role | Ratio | |
Chief Executive Officer | 6 times base salary | |
Other executive officers | 2 times base salary |
Advanced Emission Solutions, Inc. | Hornbeck Offshore Services, Inc. | |
Aspen Aerogels, Inc. | Intrepid Potash, Inc. | |
CARBO Ceramics, Inc. | ION Geophysical Corporation | |
Energy Recovery, Inc. | Natural Gas Services Group, Inc. | |
Era Group Inc. | NCS Multistage Holdings, Inc. | |
Graham Corporation | Nuverra Environmental Solutions, Inc. | |
Gulf Island Fabrication, Inc. | RigNet, Inc. |
Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | ||||||||||||||||||||||
John W. Chisholm – President, Chief Executive Officer and Chairman of the Board (1) | 2019 | $ | 626,238 | $ | — | $ | 668,013 | $ | — | $ | 116,161 | $ | — | $ | 1,410,412 | |||||||||||||||
2018 | $ | 50,000 | $ | — | $ | 934,367 | $ | — | $ | — | $ | 810,000 | $ | 1,794,367 | ||||||||||||||||
Elizabeth T. Wilkinson - Chief Financial Officer | 2019 | $ | 337,671 | $ | — | $ | 277,998 | $ | — | $ | 92,728 | $ | — | $ | 708,397 | |||||||||||||||
2018 | $ | — | $ | 25,000 | $ | 63,600 | $ | — | $ | — | $ | — | $ | 88,600 | ||||||||||||||||
James A. Silas - Senior Vice President, Research and Innovation | 2019 | $ | 285,000 | $ | — | $ | 157,752 | $ | — | $ | 69,094 | $ | — | $ | 511,846 | |||||||||||||||
2018 | $ | 278,654 | $ | — | $ | 55,396 | $ | — | $ | 94,900 | $ | — | $ | 428,950 | ||||||||||||||||
Joshua A. Snively, Sr. - Executive Vice President, Operations (2) | 2019 | $ | 101,769 | $ | — | $ | — | $ | — | $ | — | $ | 1,433,250 | $ | 1,535,019 | |||||||||||||||
2018 | $ | 499,166 | $ | — | $ | 932,968 | $ | — | $ | — | $ | 30,771 | $ | 1,462,905 |
(1) | Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020. |
(2) | Mr. Snively ceased to be an officer and employee effective February 28, 2019. Amounts in “All Other Compensation” includes severance payable to Mr. Snively. |
Name | Year of Grant | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) | |||||||||||||||
John W. Chisholm (2) | 2019 | 208,750 | $ | 417,500 | 185,626 | $ | 371,252 | |||||||||||||
2018 | 32,250 | $ | 64,500 | — | $ | — | ||||||||||||||
Elizabeth T. Wilkinson | 2019 | 87,250 | $ | 174,500 | 70,876 | $ | 141,752 | |||||||||||||
2018 | 30,000 | $ | 60,000 | — | $ | — | ||||||||||||||
James A. Silas | 2019 | 48,475 | $ | 96,950 | 57,714 | $ | 115,428 | |||||||||||||
2018 | 14,750 | $ | 29,500 | — | $ | — | ||||||||||||||
Joshua A. Snively (3) | 2019 | — | $ | — | — | $ | — | |||||||||||||
2018 | — | $ | — | — | $ | — |
(1) | The dollar value of unvested shares of restricted stock reported are valued at the closing price of Flotek’s Common Stock at December 31, 2019. |
(2) | Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020, at which time all time-vesting Restricted Stock, TSR Peer Group Units and TSR Index Group Units were forfeited by Mr. Chisholm, other than (a) 85,000 shares of Restricted Stock granted in respect of the sale of Florida Chemical Company to Archer-Daniels-Midland, and (b) 123,750 shares of Restricted Stock granted pursuant to the 2019 long-term incentive program, which was settled in cash at the time of Mr. Chisholm’s departure for $257,400. |
(3) | Mr. Snively ceased to be an officer and employee effective February 28, 2019. |
(4) | The dollar value of the unvested unearned shares, units or other rights are valued at the closing price of Flotek’s Common Stock at December 31, 2019. |
1. | The name of the Corporation is Flotek Industries, Inc. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 30, 2001, and an Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on each of October 2, 2007 and November 9, 2009. |
2. | The first paragraph of Article Fourth of the Corporation’s Amended and Restated Certificate of Incorporation, as amended, is hereby amended and restated in its entirety to read as follows: |
3. | This Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL. |
4. | This Amendment shall become effective upon its filing in accordance with the provisions of Section 103(d) of the DGCL. |
FLOTEK INDUSTRIES, INC. ATTN: NICHOLAS J. BIGNEY 10603 W SAM HOUSTON PKWY N, SUITE 300 HOUSTON, TX 77064 | VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/04/2020 for shares held directly and by 11:59 P.M. ET on 04/30/2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | |
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/04/2020 for shares held directly and by 11:59 P.M ET on 05/30/2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. | |
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ý |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
The Board of Directors recommends you vote FOR the following: | FOR | AGAINST | ABSTAIN | ||||||
PROPOSAL 1: | Election of Directors | ||||||||
Nominees | |||||||||
1a. John W. Gibson Jr. | ¨ | ¨ | ¨ | ||||||
1b. Michelle M. Adams | ¨ | ¨ | ¨ | ||||||
1c. Ted D. Brown | ¨ | ¨ | ¨ | ||||||
1d. Paul W. Hobby | ¨ | ¨ | ¨ | ||||||
1e. David Nierenberg | ¨ | ¨ | ¨ | ||||||
The Board of Directors recommends you vote FOR proposals 2 and 3. | FOR | AGAINST | ABSTAIN | ||||||
PROPOSAL 2: | Advisory vote to approve executive compensation. | ¨ | ¨ | ¨ | |||||
PROPOSAL 3: | Approval of amendment to amended and restated certificate of incorporation to increase the number of shares of authorized common stock. | ¨ | ¨ | ¨ | |||||
Note: Such other business as may properly come before the meeting or any adjournment thereof. |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
D!\@'Z @,"# (4 AT")@(O C@"00)+
M E0"70)G G$">@*$ HX"F *B JP"M@+! LL"U0+@ NL"]0, PL#%@,A RT#
M. -# T\#6@-F W(#?@.* Y8#H@.N [H#QP/3 ^ #[ /Y! 8$$P0@!"T$.P1(
M!%4$8P1Q!'X$C 2:!*@$M@3$!-,$X03P!/X%#044%]@8&!A8&)P8W!D@&609J!GL&C :=!J\&P ;1!N,&]0<'
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M&NP;%!L[&V,;BANR&]H< APJ'%(<>QRC',P<]1T>'4<=
M:AZ4'KX>Z1\3'SX?:1^4'[\?ZB 5($$@;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&>J5[!'MC>\)\(7R!?.%]07VA?@%^
M8G["?R-_A'_E@$> J($*@6N!S8(P@I*"](-7@[J$'82 A..%1X6KA@Z&+FE$UYJ6G(E^?2[BS%/QVS(CD>Q%>G5^KMRO%?6,+"KUM9^JT9\CXA<.O).(<3@$K04N
M:'^"7O1^Y.WJF%%%%>@?%A1110 4444 %%%% !1110 4444 %%%% !1110 4
M444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !11
M10 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%%
M !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444
M%%%% !1110 4444 %<=^T%\(+/X^_!+Q1X-OMBP^(=/EM%D89$$I&8I?JD@1
MQ[J*[&BIG%2BXRV9OA<34P]:&(HNTH-23[-.Z?R9^!?[,GQ:U+]C?]K+1-
8KCP+X=DRANED#:K=I
M[R+Q#GTC)8?WR.*^++BXDN[B2661Y)9&+N[G
_>^\/:!#8
MWCYS.TDDK#/!P78X..,CL2.]=W152J.6VQ*@EJ]PHHHK(L*^%_VX_!0\->);
M;74DA2PUDM(\2H5*2QK&ISC@[BP;/4DMGU/W17R/_P %";6*Y\,^%C+]Q);@
MGGG'[FF@/3OV0?$9\1?!+3!E&%C*]J"@/3"RXK],Z\I_:0^$)^+WP]N+2R0?V[9YFL&9PH+9&Y#D8^8#C..0O(&:T@TG
M9["?D?FGX(\=2?!WXG:-X@T^4QM;N/.3