| FORM 990, PART VI, SECTION A, LINE 4 |
DESCRIPTION OF SIGNIFICANT CHANGES TO BYLAWS: THE FOLLOWING ITEMS ARE THE SIGNIFICANT CHANGES TO THE BYLAWS: - THE MAXIMUM NUMBER OF BOARD DIRECTORS HAS BEEN REDUCED TO ELEVEN. - THE NUMBER OF THREE-YEAR TERMS A DIRECTOR CAN SERVE HAS INCREASED FROM TWO TO THREE. - REDUCED THE NUMBER OF MEETINGS TO SIX MEETINGS PER FISCAL YEAR. - CHANGE OF EXECUTIVE LEADERSHIP REQUIRES TWO-THIRDS VOTE OF DIRECTORS IN OFFICE AND REQUIRES A SEVEN DAY NOTICE BEFORE THE VOTE. |
| FORM 990, PART VI, SECTION B, LINE 11B |
PROCESS TO REVIEW THE FORM 990: A DRAFT OF THE FORM 990 IS REVIEWED BY THE CEO, CFO AND FINANCE COMMITTEE. A COPY OF THE FINAL FORM 990 IS PROVIDED TO THE FULL BOARD PRIOR TO FILING WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C |
PROCESS FOR MONITORING COMPLIANCE WITH CONFLICT-OF-INTEREST POLICY: THE CONFLICT-OF-INTEREST POLICY COVERS ALL BOARD MEMBERS, OFFICERS, SENIOR ADMINISTRATION AND KEY EMPLOYEES. THE BOARD IDENTIFIES POTENTIAL CONFLICTS AND DETERMINES IF VOTING ON RELATED ITEMS WOULD BE A CONFLICT OF INTEREST. IF A CONFLICT IS DETERMINED TO EXIST, THE CONFLICTED INDIVIDUAL IS EXCLUDED FROM VOTING ON THE CONFLICTED ITEM. ALL EMPLOYEES SUBMIT A CONFLICT-OF-INTEREST FORM UPON HIRE AND ANNUALLY THEREAFTER. ACTUAL CONFLICTS ARE REVIEWED BY THE CORPORATE COMPLIANCE OFFICER. |
| FORM 990, PART VI, SECTION B, LINE 15A & 15B |
REVIEW OF CEO AND OTHER OFFICER OR KEY EMPLOYEES COMPENSATION: AN INDEPENDENT CONSULTANT IS HIRED TO REVIEW COMPENSATION FOR THE CEO AND OTHER KEY OFFICERS AND EMPLOYEES. IN OCTOBER 2020, SULLIVAN COTTER WAS RETAINED TO COMPLETE A TOTAL COMPENSATION ANALYSIS FOR THE TOP LEADERSHIP TEAM INCLUDING THE CEO. SULLIVAN COTTER EVALUATED THE TOTAL COMPENSATION PROGRAM TO ENSURE THE STRUCTURE OF THE COMPENSATION COMPONENTS AND TOTAL VALUE WERE COMPETITIVE AND ALIGNED WITH THE EXECUTIVE COMPENSATION STRATEGY. IN ADDITION, SULLIVAN COTTER PROVIDED COMPETITIVE MARKET INFORMATION TO SUPPORT RECOMMENDATIONS FOR EACH EXECUTIVE POSITION. THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS REVIEWS AND APPROVES SALARY ADJUSTMENTS FOR THE CEO AND OTHER KEY OFFICERS. |
| FORM 990, PART VI, SECTION C, LINE 19 |
GOVERNING DOCUMENTS AVAILABLE TO THE PUBLIC: THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART XI, LINE 9 |
OTHER CHANGE IN NET ASSETS: (1,861,251) - CHANGE IN INTEREST IN SPH FOUNDATION 5,325,347 - MINIMUM PENSION LIABILITY ADJUSTMENT 3,464,096 - TOTAL |
Attach to Form 990 or 990-EZ.