Legal & controls
Item 3 and Item 9A as filed · every verdict is the registrant’s own sentence, printed below it · a filing that fails an extraction gate reads “not extracted”
| Fiscal year | Filed | Item 3 | ICFR | disclosure controls | material weakness | Filing |
|---|---|---|---|---|---|---|
| 2025-12-31 | 2026-03-12 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · The Company is involved from time to time in various lawsuits and claims arising in the normal course of business. Although the outcomes of these lawsuits and claims are uncertain, the Company does not believe any of them are presently likely to have a material adverse effect on our business, financial condition or results of operations. Item 9A · ICFR · Based on our assessment, our management has concluded that our internal control over financial reporting is effective as of December 31, 2025. Item 9A · disclosure controls · Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective. | ||||||
| 2024-12-31 | 2025-03-14 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · The Company is involved from time to time in various lawsuits and claims arising in the normal course of business. Although the outcomes of these lawsuits and claims are uncertain, the Company does not believe any of them are likely to have a material adverse effect on our business, financial condition or results of operations. Item 9A · ICFR · Based on our assessment, our management has concluded that our internal control over financial reporting is effective as of December 31, 2024. Item 9A · disclosure controls · Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective. | ||||||
| 2023-12-31 | 2024-03-08 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · The Company is involved from time to time in various lawsuits and claims arising in the normal course of business. Although the outcomes of these lawsuits and claims are uncertain, the Company does not believe any of them are likely to have a material adverse effect on our business, financial condition or results of operations. Item 9A · ICFR · Based on our assessment, our management has concluded that our internal control over financial reporting is effective as of December 31, 2023. Item 9A · disclosure controls · Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective. | ||||||
| 2022-12-31 | 2023-03-09 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · The Company is involved from time to time in various lawsuits and claims arising in the normal course of business. Although the outcomes of these lawsuits and claims are uncertain, the Company does not believe any of them are likely to have a material adverse effect on our business, financial condition or results of operations. Item 9A · ICFR · Based on our assessment, our management has concluded that our internal control over financial reporting is effective as of December 31, 2022. Item 9A · disclosure controls · Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective. | ||||||
| 2021-12-31 | 2022-03-10 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · The Company is involved from time to time in various lawsuits and claims arising in the normal course of business. Although the outcomes of these lawsuits and claims are uncertain, the Company does not believe any of them are likely to have a material adverse effect on our business, financial condition or results of operations. As previously disclosed, on April 29, 2021, a putative class action complaint was filed in Delaware Chancery Court by Richard Barre, a purported shareholder, against the Company and its current directors, as defendants (the “Action”). The complaint alleged breaches of fiduciary duty against the defendants based on alleged disclosure deficiencies in the definitive proxy statement (the “Proxy Statement”) filed by the Company on April 9, 2021 relative to the vote at the Company’s 2021 Annual Meeting of Stockholders that was to be held on May 20, 2021 (the “2021 Stockholder Meeting”) seeking stockholder approval of issuance of shares under the Performance Share Unit Award (the “CEO Performance Award”) granted to David L. Fischel, the Company’s chief executive officer. The complaint sought various remedies, including a preliminary injunction seeking to enjoin the… Item 9A · ICFR · Based on our assessment, our management has concluded that our internal control over financial reporting is effective as of December 31, 2021. Item 9A · disclosure controls · Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective. | ||||||
5 of 5 annual reports on record have their filing text cached on this host; the rest are listed with their EDGAR link and no extraction, because this surface never fetches from SEC on a page load.
- Item 3 and Item 9A are located in the filing HTML already cached on this host and read with the same line-anchored item matcher and largest-gap body disambiguation the filing-narrative pass uses for Item 1A and Item 7 — no fetch, no model, no summarization.
- A heading is accepted as a section only when it is not a table-of-contents row (a trailing page number), not a quoted reference in prose, and names its own section; the span must then clear a per-item length band and carry readable text after the heading. Anything that fails a gate is served as 'not extracted' with the reason — never as a default value.
- An effectiveness conclusion is read only from a sentence that names its own control set (disclosure controls and procedures, or internal control over financial reporting) and states an outcome. Conditional sentences — the standard limitations paragraph and forward-looking remediation language — are excluded, because they are hypotheses rather than conclusions.
- When a filing's own sentences disagree — an effective conclusion beside an unremediated material-weakness disclosure, or two conclusions of opposite sign — no verdict is asserted. A wrong 'controls were effective' reading is worse than no reading.
- Every verdict is shown beside the verbatim sentence it was read from. The excerpt is the filing's own words, capped at 1,200 characters; the filing itself is one link away.