Subsequent Event

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Event

NOTE 13. SUBSEQUENT EVENTS

On August 4, 2022, Mr. Szulcewski provided notice of his intention to resign as a member of the Company's Board, effective August 9, 2022. In tandem with his resignation notice, Mr. Szulcewski submitted a conversion notice to convert (the “Conversion”) all shares of Class B common stock of the Company he held into the same number of shares of Class A common stock of the Company, also effective August 9, 2022. The Class B common stock was entitled to twenty votes per share and the Class A common stock is entitled to one vote per share.

In accordance with the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), due to the outstanding shares of Class B common stock representing less than five percent (5%) of the aggregate number of outstanding shares of Class A common stock and Class B common stock outstanding after the Conversion, all remaining shares of Class B common stock have been automatically converted into Class A common stock immediately following the Conversion and no further Class B common stock will be issued. Additionally, all shares issuable pursuant to outstanding awards under the Company’s 2010 Stock Plan will be issuable for Class A common stock. Pursuant to the Certificate of Incorporation, the Conversion triggered various corporate governance changes as previously disclosed in the Company’s filings, which include:

•the Board will be classified into three classes of directors with staggered three-year terms;

•directors will be able to be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the Common Stock; and

•stockholders will only be able to take action at a meeting of stockholders and not by written consent.