XML 50 R26.htm IDEA: XBRL DOCUMENT v3.24.3
Insider Trading Arrangements
3 Months Ended 9 Months Ended
Sep. 30, 2024
shares
Sep. 30, 2024
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
During the three months ended September 30, 2024, certain directors and officers of the Company adopted a "Rule 10b5-1 trading arrangement," as defined in Item 408(a) of Regulation S-K, as set forth in the table below:
Action
Date
Trading Arrangement
Total Shares to be Sold(3)
Expiration Date
Rule 10b5-1(1)
Non-Rule 10b5-1(2)
Deborah Pfeiffer (Executive Vice President and President, Presort Services)
Adopt
August 20, 2024
x
87,668
November 30, 2025
Kurt Wolf (Director)
Adopt
August 23, 2024
x
12,500,000(4)
May 25, 2025
Lauren Freeman-Bosworth (Executive Vice-President, General Counsel and Corporate Secretary)
Adopt
August 30, 2024
x
51,000(5)
November 30, 2025
(1) Intended to satisfy the affirmative defense of Rule 10b5-1(c).
(2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c).
(3) Represents the maximum number of shares that may be sold pursuant to the 10b5-1 trading arrangement. The actual number of shares sold will be dependent on the terms of, and the satisfaction of the conditions as set forth in, the written plan.
(4) Shares are held directly by Hestia Capital Partners, LP (“Hestia Capital”), Helios I, LP (“Helios”) and separately managed accounts. Mr. Wolf is the managing member of (a) Hestia Partners GP, the general partner of Hestia Capital and Helios, and (b) Hestia LLC, the investment manager of Hestia Capital, Helios, and the separately managed accounts. The 10b5-1 trading arrangement provides that the number of shares to be sold pursuant thereto is dependent on the satisfaction of certain conditions set forth in the written plan, including escalating price targets and Rule 144 volume limitations, among other parameters.
(5) The Rule 10b5-1 trading arrangement includes the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Ms. Freeman-Bosworth’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have reported the gross number of shares to be received upon the future vesting of such equity awards, before subtracting any shares to be withheld by us to satisfy applicable taxes in connection with such future vesting events.
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Deborah Pfeiffer [Member]    
Trading Arrangements, by Individual    
Name Deborah Pfeiffer  
Title Executive Vice President and President, Presort Services  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date August 20, 2024  
Expiration Date November 30, 2025  
Arrangement Duration 467 days  
Aggregate Available 87,668 87,668
Kurt Wolf [Member]    
Trading Arrangements, by Individual    
Name Kurt Wolf  
Title Director  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date August 23, 2024  
Expiration Date May 25, 2025  
Arrangement Duration 275 days  
Aggregate Available 12,500,000 12,500,000
Lauren Freeman-Bosworth [Member]    
Trading Arrangements, by Individual    
Name Lauren Freeman-Bosworth  
Title Executive Vice-President, General Counsel and Corporate Secretary  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date August 30, 2024  
Expiration Date November 30, 2025  
Arrangement Duration 457 days  
Aggregate Available 51,000 51,000