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Business Wire
23-07-2025
- Business
- Business Wire
Golden Minerals Company Announces Results of Director Elections at 2025 Annual Meeting
GOLDEN, Colo.--(BUSINESS WIRE)--Golden Minerals Company ('Golden Minerals,' 'Golden' or the 'Company') (OTCQB: AUMN and TSX: AUMN) announces the voting results from its Annual Meeting of Stockholders held on May 27, 2025. At the meeting, shareholders elected five directors to hold office until the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The results of the vote were as follows: Nominee Votes For Votes Withheld 1,211,954 192,706 Pablo Castanos 1,214,676 189,984 Deborah J. Friedman 1,270,239 134,421 Kevin R. Morano 1,272,722 131,938 David H. Watkins 1,272,604 132,056 Expand There were 4,335,189 broker non-votes for each of the above directors. The Company thanks its shareholders for their continued support. For additional information, please visit


Business Wire
07-07-2025
- Business
- Business Wire
Ortelius Issues Final Call to Action for Brookdale Senior Living Inc. Stockholders and Encourages a Vote for Urgent Change
NEW YORK--(BUSINESS WIRE)--Ortelius Advisors, L.P. ('Ortelius') today issued the following open letter to fellow stockholders of Brookdale Senior Living Inc. (NYSE: BKD) ('Brookdale' or the 'Company'), encouraging stockholders who have not yet voted to consider the current Board's abysmal performance, defensive tactics, dearth of responsibility, and questionable decision-making abilities. In its letter, Ortelius reaffirmed the need for urgent stockholder-driven change at Brookdale to restore accountability, begin the necessary turnaround, and unlock the significant value within the Company. The full text of the letter follows: Fellow Brookdale Senior Living Stockholders, At this critical juncture, Ortelius Advisors, L.P. ('Ortelius' or 'we') is seeking your support to elect our six highly qualified, independent director candidates to the Board of Directors of Brookdale Senior Living Inc. ('Brookdale' or the 'Company') at the upcoming Annual Meeting of Stockholders, scheduled to be held on July 11, 2025. THE BOARD HAS SPEARHEADED THE VAST DESTRUCTION OF STOCKHOLDER VALUE During the past seven years: Brookdale's stock price dropped 37%, and underperformed key benchmarks by 135 percentage points, and the Company's top two peers by 216 percentage points 1 Brookdale's tangible book value per share plunged 83%, from $5.49 to $0.93 2 Cumulative free cash flow imploded from $304 million in 2011 - 2017, to negative $660 million in 2018 - 2024 3 The leased portfolio's cumulative EBITDA - Capex was negative $731 million from 2018 to 2024, and the average annual adjusted EBITDA margin was a meager 1.0% 4 The Company's occupancy rate dropped from 85.2% to 79.4% 5, versus 88.8% to 87.2% 6 for the senior housing industry Referring to Brookdale's dismal results, Institutional Shareholder Services Inc. ('ISS') 7, in its June 18, 2025 report, commented: 'BKD has meaningfully underperformed the two largest companies in the industry, WELL and VTR.' 'The leased portfolio has underperformed and there are risks inherent in the company's long term leases…' '…the company has continually underperformed on an occupancy rate basis versus its peers since Q4 2021…' THE BOARD HAS ATTEMPTED TO SIDESTEP RESPONSIBILITY FOR ITS ABYSMAL PERFORMANCE Reacting to our March 5, 2025 letter to stockholders, which detailed the Company's abysmal performance and chronic undervaluation, the Board, on April 14 th, announced the departure of Cindy Baier, who immediately stepped down as CEO. In addition, the Board announced the formation of a CEO Search Committee, and the appointment of Chairman Denise Warren as Interim CEO, and the appointment of Mark Fioravanti, who was recommended by Ms. Baier, as a director. Ten days later, on April 24 th, the Board also announced the appointment of Joshua Hausman, who was recommended by Ms. Warren, as another director. When combined with last year's addition of Elizabeth Mace, who was also recommended by Ms. Baier, three new directors have been recommended by Ms. Baier or Ms. Warren, which is not emblematic of a well-functioning board that is seeking genuine refreshment and independent voices. THE BOARD IS DETERMINED TO MAINTAIN FULL CONTROL OF THE COMPANY Taking stock of Brookdale's corporate governance practices, ISS remarked: 'Beyond questions about the pace of refreshment, there is a pattern of directors and insiders referring new candidates, which raises more serious concerns about independence.' '… the board is now overseeing a pivotal CEO search process. Recent refreshment should have provided shareholders with assurance that the board is equipped to successfully handle this important task. Instead, three of the four new additions have connections to other directors and insiders. This unforced error has accompanied other developments that revealed ongoing concerns about succession planning in general, and raised questions about this process specifically.' '…the board was seemingly unaware of the opinions harbored by the company's largest shareholders about the former CEO, which only emerged during outreach after launch of the dissident's is difficult to conclude that the board has historically been proactive in this important area, which creates questions about whether the board is equipped to now run a successful [CEO search] process. These questions are only heightened by concerns with the board's own refreshment process.' '… it is evident that there were deficiencies in the succession planning process. This is reflected most clearly in the opinions expressed by the company's largest shareholders about the CEO, and in the positive market reaction to announcement of the change. Moreover, the positioning of the announcement in the midst of a proxy contest provides shareholders with a reason to interpret the development as a defensive maneuver…' and Glass, Lewis & Co. ('Glass Lewis') 8, in its June 27, 2025 report, stressed that: '...closer scrutiny suggests key elements of the Company's refresh – including what seems to be nominal involvement from the nominating and corporate governance committee and the continuation of an objectively atypical and functionally reactive CEO succession process – suggest fresh perspectives could be beneficial here.' '…notwithstanding the board's contention to the contrary, we believe Brookdale's contest tack – which includes the outwardly sudden and immediately effective termination of longtime CEO Cindy Baier with no heir apparent and the appointment of multiple new board members – very strongly correlates with Ortelius' involvement….and the Dissident's application of significant public pressure. Further, we note certain culpable members continue to serve on the board despite Brookdale's flat-footed refreshment process and decidedly less than laudatory long-term performance.' THE BOARD MUST BE HELD ACCOUNTABLE Regarding Board responsibility, ISS noted: 'Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.' 'The dissident has presented a compelling case for change…' and Glass Lewis stated: 'Withholding votes from incumbent nominees Freed and Wielansky – Ms. Freed and Mr. Wielansky are, ex Ms. Warren, the longest serving members of the Brookdale board and thus the most readily accountable for the Company's comparatively poor long-term performance' 'Mr. Wielansky's purportedly valuable strategic insight and real estate expertise should, in the context of Brookdale's long-term arc, warrant particular scrutiny by investors, while Ms. Freed's experience seems to have very little crossover with the Company's core operations or ongoing strategic and financial initiatives.' 'Importantly, both directors have overseen significantly subpar shareholder returns during their respective tenures. We are further concerned that Ms. Freed, as chair of the nominating and corporate governance committee, has heavily deferred to the recommendations of current and former senior executives during Brookdale's recent board refresh, a tack which, taken together with the Company's muddled succession effort, reflects unfavorably on the fundamental efficacy of Brookdale's existing oversight architecture.' 'We further note Brookdale's shares experienced a one-day gain of 7.1% following announcement of Ortelius' current campaign (Ventas, Welltower and the S&P 400 gained 1.0%, 0.6% and 3.1%, respectively), suggesting that the Dissident's public involvement was viewed as a prospective catalyst for further value creation.' During Lee Wielansky's 10-year reign as a Brookdale director, the Company's stock price dropped approximately 80%. ORTELIUS' STRATEGY SHOULD BUILD, UNLOCK, AND MAXIMIZE STOCKHOLDER VALUE, AND IS MATERIALLY DIFFERENT FROM THE BOARD'S PLANS Following our April 24, 2025 letter to stockholders, which highlighted Ortelius' strategic plans to maximize stockholder value, the Board reacted again, announcing on May 15 th that it had 'established a clear and compelling strategy for creating shareholder value', which 'Brookdale's current Board and management team are already implementing'. We firmly believe that the Board's half-measures will not 'move the needle', and that Ortelius' strategy, as further described in our June 16 th letter, should build, unlock, and maximize stockholder value, and accelerate the process. Alluding to Ortelius' strategy, ISS asserted that: 'The dissident's plan follows a logical framework, in that shedding underperforming assets should provide an uplift to operating metrics.' Glass Lewis declared: '…we note central elements of Ortelius' plan critically rely on exiting Brookdale's existing portfolio of leased properties while concurrently monetizing the Company's underperforming owned assets, leaving Brookdale with an optimized pool of high-quality communities which would be expected to unlock significant value for investors.' and Egan-Jones Ratings Company ('Egan-Jones') 9, in its June 30, 2025 report, pronounced: 'The Company believes it will be able to grow its way out of debt. Divesting non-core assets does not appear to be an option under the current board and management. In our view, their optimism about improving BKD's average occupancy rate comes too late, especially considering the excessive cash burn and mounting debt. We believe the Ortelius nominees are correct that assets will need to be sold off to generate cash, to pay off debt, invest in improved facilities, and re-align its strategy as a pure play company.' 'The Company's financial performance presents significant concerns, primarily due to high leverage and poor operational efficiency. With debt-to-enterprise value ratios consistently average over 90% over the past five years, BKD is heavily reliant on debt. Revenue growth is being offset by the Company's persistently low operating margin. In our view, the Company's weak balance sheet limits its financial flexibility and means to restore profitability.' ORTELIUS' SIX NOMINEES ARE HIGHLY QUALIFIED AND INDEPENDENT In their July 3, 2025 letter to stockholders, Ortelius' nominees outlined their strategic plan, which included restoring Board accountability, recruiting the next CEO, rationalizing the portfolio, optimizing the platform, and rightsizing the balance sheet, while highlighting the need to act with urgency, integrity, and transparency, and being 'prepared to work hard and get into the details in a manner that is not typical for most boards'. Our candidates possess decades of relevant expertise in senior housing, real estate, executive searches, turnarounds, acquisitions/divestitures, capital markets, corporate finance, restructurings, stockholder communications, and senior management, and are well-equipped to oversee Ortelius' plan to build and unlock intrinsic value, and maximize stockholder value. Additionally, our nominees can provide leadership and ensure operational stability. On the other hand, NONE of the Company's directors has any senior housing or senior housing-related real estate experience. Addressing Ortelius' candidates, Egan-Jones stated: 'After reviewing available public information and engaging with both Brookdale's management team and Ortelius, Egan-Jones recommends shareholders vote FOR all six Ortelius nominees: Steven J. Insoft, Paula J. Poskon, Frank J. Small, Ivona Smith, Steven L. Vick, and Lori B. Wittman.' and Glass Lewis said: 'We believe both Ortelius candidates offer valuable senior housing and real estate expertise at a critical juncture, with particular attention to Brookdale's ongoing portfolio optimization efforts.' Ortelius remains deeply concerned about the Board's ongoing missteps, shortcomings, strategic failures, poor judgement, execution, decision-making abilities, and defensive maneuvers. Following years of dismal performance, chronic undervaluation, stock price declines, and the vast destruction of stockholder value, urgent and decisive action is crucial. IT IS TIME FOR MEANINGFUL, STOCKHOLDER-DRIVEN CHANGE AT BROOKDALE Your vote is important, no matter how many or how few shares of common stock you own. Ortelius urges you to sign, date, and return the WHITE universal proxy card today to vote 'FOR' the election of the Ortelius nominees and in accordance with Ortelius' recommendations on the other proposals on the agenda for the Annual Meeting. Sincerely, Peter DeSorcy Managing Member Ortelius Advisors, L.P. Additional Information Ortelius Advisors, L.P., together with the other participants in its proxy solicitation (collectively, 'Ortelius'), has filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission ('SEC') to be used to solicit votes for the election of Ortelius' slate of highly-qualified director nominees at the 2025 annual meeting of stockholders (the 'Annual Meeting') of Brookdale Senior Living Inc., a Delaware corporation (the 'Company'). Stockholders are advised to read the proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the participants in Ortelius' proxy solicitation. These materials and other materials filed by Ortelius with the SEC in connection with the solicitation of proxies are available at no charge on the SEC's website at The definitive proxy statement and other relevant documents filed by Ortelius with the SEC are also available, without charge, by directing a request to Ortelius' proxy solicitor, Saratoga Proxy Consulting LLC, at its toll-free number (888) 368-0379 or via email at info@ About Ortelius Advisors, L.P. Ortelius is a research-intensive, fundamental-based, activist-oriented alternative investment management firm focused on event-driven opportunities. ____________________________ 1 Bloomberg as of May 2, 2025 for the period February 21, 2018 to March 4, 2025. Returns are adjusted for dividends. The benchmark represents the average of S&P 500 Healthcare Index, Russell 3000 Healthcare Index, and Bloomberg Healthcare REIT Index total stockholder returns. The peers are Welltower Inc. and Ventas, Inc. 2 Tangible book value per share as of December 31, 2017 and December 31, 2024. Calculations use basic shares outstanding as of February 20, 2018 and February 17, 2025. Tangible book value is defined as total assets minus goodwill minus total liabilities. Tangible book value per share is defined as tangible book value divided by basic shares outstanding. 3 Free cash flow is defined as operating cash flow minus capital expenditures. Operating cash flow is net cash provided by operating activities per 10-K filings. Cumulative free cash flow is the sum of annual free cash flows for the period noted. 4 Brookdale Senior Living Inc., Brookdale Senior Living Supplemental Information, 2018 to 2024 quarterly documents. Revenue figures include other operating income. 5 Brookdale Senior Living Inc., Brookdale Senior Living Supplemental Information 4 Quarter 2017. Brookdale Senior Living Inc., Brookdale Senior Living Supplemental Information 4 th Quarter 2024. Senior housing occupancy per Brookdale. 6 National Investment Center for Senior Housing and Care (NIC), NIC MAP Vision. Overall senior housing combines majority IL and majority AL properties. Data for the Market Fundamentals is representative of the top 31 primary metropolitan markets. 7 Permission to use quotations from the ISS report was neither sought nor obtained. 8 Permission to use quotations from the Glass Lewis report was neither sought nor obtained. 9 Permission to use quotations from the Egan-Jones report was neither sought nor obtained. Expand


The Print
05-07-2025
- Business
- The Print
India for collective action by Global South to deal with current challenges: FM
Sitharaman said the meeting is taking place at a defining moment for the Global South, as the world grapples with multiple uncertainties arising from fiscal constraints in several economies, climate transition issues and evolving geopolitical dynamics. She was speaking at the Annual Meeting of Board Governors of the New Development Bank (NDB) at Rio De Janeiro, Brazil on 'Driving Development: Fostering Innovation, Cooperation, and Impact through a Multilateral Development Bank for the Global South'. New Delhi, Jul 4 (PTI) Finance Minister Nirmala Sitharaman on Friday emphasised the need for decisive collective action by the Global South to deal with multiple uncertainties arising out of fiscal constraints in several economies and evolving geopolitical dynamics. 'In response to these challenges, our collective action must be decisive, inclusive, and forward-looking,' she said. The New Development Bank (NDB) has been established by BRICS nations. She noted that MDBs play a pivotal role in complementing our efforts in tackling these uncertainties. 'MDBs have a distinctive comparative advantage in their ability to catalyse both public and private investments by offering a package of technical expertise, concessional financing, and effective risk mitigation tools thereby widening our policy options,' she said. In this context, Sitharaman added that NDB has emerged as a key partner — channelising development finance, supporting resilient infrastructure, and fostering meaningful cooperation across the Global South through a pragmatic and responsive approach. 'India reaffirms its steadfast commitment to inclusive, sustainable, and innovation-led development of the global south,' she said. Sitharaman said India's efforts led to the landmark inclusion of the African Union as a permanent member of the G20 to ensure that the Global South plays a pivotal role in discussions about issues impacting them. She told the gathering that the Indian economy has demonstrated remarkable growth and resilience in the post-pandemic era. Strong focus on macroeconomic stability, targeted efforts to promote digitalisation and inclusive policy design have been instrumental in achieving this, despite facing multiple domestic and external challenges. 'India is poised to remain one of the fastest growing economies globally in the coming years,' she said. She further said over the past decade, NDB has emerged as a credible institution with its client focus, agile response and financing several key infrastructure projects. As the Bank enters its next phase of growth, it must focus on strategic priorities, she said. 'Mobilising private capital is key to sustaining growth given the limited fiscal space and competing demands for public capital expenditure. NDB should play a catalytic role in unlocking private sector capital,' she said. Special focus must be placed on tailored support for Small and Medium Enterprises, especially women-led enterprises, to ensure inclusive participation, economic development and promote gender equity, Sitharaman added. She said that NDB has shown that a Global South-led institution can deliver development solutions that are timely, trusted, and context-specific. The Bank should foster cross-country partnerships to promote knowledge exchange, policy innovation, and technical cooperation, Sitharaman said. 'India stands ready to collaborate with NDB in sharing successful models, such as our achievements in digital public infrastructure, scaling up renewable energy adoption, for broader replication,' she said, adding that robust governance and transparent institutional mechanisms are vital for enhancing the credibility and effectiveness of the NDB. Continued focus on accountability, responsiveness, and stakeholder trust must remain a priority to ensure the Bank's long-term sustainability, she said while assuring India's continued cooperation with NDB, the member countries, and the stakeholders in this journey. PTI NKD TRB This report is auto-generated from PTI news service. ThePrint holds no responsibility for its content.
Yahoo
30-06-2025
- Business
- Yahoo
Flora Growth Announces Results of 2025 Annual and Special Meeting of Shareholders
Fort Lauderdale, Florida--(Newsfile Corp. - June 30, 2025) - Flora Growth Corp. (NASDAQ: FLGC) (FSE: 7301) ("Flora" or the "Company") held its 2025 Annual and Special Meeting of Shareholders (the "Annual Meeting"). The final voting results of the proposals submitted to a vote of the Company's shareholders at the Annual Meeting are as follows: Proposal 1: Election of five directors to the board of directors of the Company (the "Board") to hold office until the Company's 2026 Annual Meeting of Shareholders or until their respective successors are elected or appointed: Broker Director For Against Abstentions Non-Votes Clifford Starke 7,329,521 1,500,756 20,277 4,127,339 Sammy Dorf 8,014,311 815,247 20,996 4,127,339 Edward Woo 8,622,354 204,155 24,045 4,127,339 Manfred Leventhal 8,715,612 114,001 20,941 4,127,339 Harold Wolkin 8,560,356 264,945 25,253 4,127,339 Proposal 2: Reappointment of Davidson & Company LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2025 and authorization of the Board to fix their renumeration. For Against Abstentions 12,637,347 225,303 115,243 Proposal 3: Approval of an amendment to the Company's 2022 Plan to increase the number of shares issuable thereunder from 2,500,000 to 4,500,000 shares. Broker For Against Abstentions Non-Votes 5,548,268 3,293,584 8,702 4,127,339 Proposal 4: Approval of the grant of Stock Appreciation Rights to the Company's Chief Executive Officer, Chief Financial Officer, and Executive Chairman. Broker For Against Abstentions Non-Votes 1,291,659 7,547,118 11,777 4,127,339 Proposal 5: Give our Board the authority, at its discretion, to effect a share consolidation of the Company's outstanding Common Shares at a ratio not less than 10:1 and not greater than 100:1 without reducing the authorized number of Common Shares, and to be effected, if at all, in the sole discretion of our Board at any time within one year of the date of the Annual Meeting without further approval or authorization of our shareholders. For Against Abstentions 10,996,887 1,296,154 684,851 Proposal 6: Approval of the repricing and amendment of vesting terms of certain outstanding Stock Appreciation Rights granted to certain employees and executive officers of the Company. Broker For Against Abstentions Non-Votes 5,292,718 3,547,911 9,925 4,127,339 Based on the foregoing votes, each of Clifford Starke, Sammy Dorf, Edward Woo, Manfred Leventhal and Harold Wolkin were elected to the Company's Board, and Proposals 2, 3, 5 and 6 were approved. Proposal 4 was not approved. No other matters were considered or voted upon at the Annual Meeting. Investor Relations: Investor Relations ir@ Clifford Starke Media: media@ Cautionary Statement Concerning Forward-Looking Statements This press release may contain "forward-looking statements," as defined by U.S. federal securities laws. Forward-looking statements reflect Flora's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward-looking statements. Such forward-looking statements are subject to various and risks and uncertainties, including those described under section entitled "Risk Factors" in Flora's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC") on March 24, 2025, as such factors may be updated from time to time in Flora's periodic filings with the SEC, which are accessible on the SEC's website at Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Flora's filings with the SEC. While forward-looking statements reflect Flora's good faith beliefs, they are not guarantees of future performance. Flora disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based on information currently available to Flora (or to third parties making the forward-looking statements). To view the source version of this press release, please visit Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data


Business Wire
25-06-2025
- Business
- Business Wire
Spruce Power Announces Results from 2025 Annual Meeting of Stockholders and Election of Directors
DENVER--(BUSINESS WIRE)--Spruce Power Holding Corporation (NYSE: SPRU) ('Spruce' or the 'Company'), a leading owner and operator of distributed solar energy assets across the United States, announced today that all proposals at the Annual Meeting of Stockholders held on June 24, 2025 were duly adopted by shareholders. Spruce also confirmed that following the conclusion of the Company's Annual Meeting of Stockholders, Kevin Griffin retired as an independent director and Shawn Kravetz was elected as an independent director of its Board of Directors (the 'Board'). "On behalf of the Board, we would like to thank our shareholders for their continued support,' said Chris Hayes, Chief Executive Officer of Spruce. 'Further, we want to express our appreciation to Kevin Griffin for his many valuable contributions as a member of our Board. Finally, we are pleased to welcome Shawn Kravetz to the Board. Shawn brings a wealth of business acumen including extensive experience in strategy consulting, as a micro-cap investor, and as a public company board member that will enhance our Board's skill set." Results from Annual Meeting of Stockholders 2025 Annual Meeting of Stockholders proposals, all of which were recommended by the Board, were duly adopted by Company shareholders: Election of Chris Hayes, Clara Nagy McBane and Shawn Kravetz to the Board of Directors; The advisory resolution on executive compensation; and The ratification of independent auditors. Changes to Board of Directors Kevin Griffin retired as an independent director of Spruce's Board. Shawn Kravetz was elected as a new independent member of the Board. Spruce's Board of Directors remains at seven members. Kravetz is President and Chief Investment Officer of Esplanade Capital LLC, an investment management company that utilizes a value-orientation and specializes in investing in smaller, out of favor and below the radar companies, special situations and turnarounds. Prior to founding Esplanade, Kravetz was a corporate executive and strategic advisor. He served as Principal at The Parthenon Group, a leading strategy consulting boutique, and Director of Strategic Planning and Corporate Development at The CML Group. Kravetz was also a member of the board of directors at Nevada Gold & Casinos, where he was chairman of the corporate governance and nominating committee. About Spruce Power Spruce Power Holding Corporation (NYSE: SPRU) is a leading owner and operator of distributed solar energy assets across the United States. We provide subscription-based services that make it easy for homeowners to benefit from rooftop solar power and battery storage. Our power as-a-service model allows consumers to access new technology without making a significant upfront investment or incurring maintenance costs. Our company owns the cash flows from approximately 85,000 home solar assets and contracts across the United States. For additional information, please visit Forward Looking Statements Certain statements in this press release may constitute 'forward-looking statements' within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder. Forward-looking statements generally are characterized by the use of certain words or phrases (and their derivatives) such as 'believe,' 'continue,' 'may,' 'will,' 'estimate,' 'continue,' 'anticipate,' 'intend,' 'expect,' 'should,' 'would,' 'plan,' 'goals,' 'predict,' 'potential,' 'seem,' 'seek,' 'future,' 'outlook,' and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements in this release include statements regarding the Company's strategic priorities and financial outlook including the Company's prospects for long-term growth in revenues, cash flows and earnings. These statements are based on our current plans and strategies, as well as various assumptions, whether or not identified in this press release, and on the current expectations of management, all of which management believes are reasonable as of the date of this report, and reflect our current assessment of the risks and uncertainties related to the Company's business and are made as of the date of this press release, as well as the other risks discussed under the heading 'Risk Factors' in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025, subsequent Quarterly Reports on Form 10-Q and other documents that the Company files with the SEC in the future. These factors are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.