Policy Prohibiting Hedging and Speculative Trading
Pursuant to our Insider Trading Policy, our officers, directors, and employees are prohibited from engaging in speculative trading, including hedging transactions or short sale transactions with respect to Company securities.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS
KPMG LLP, the independent registered public accounting firm that audited our financial statements for the year ended December 31, 2022, has served as our independent registered public accounting firm since September 2021. We expect a representative of KPMG LLP to be present at the Annual Meeting. The representative will have an opportunity to make a statement and will be available to answer your questions.
As previously reported on the Form 8-K filed on September 24, 2021, the Company dismissed BDO USA, LLP as the Company’s independent registered public accounting firm and, on September 28, 2021, appointed KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021. The dismissal of BDO USA, LLP and the approval of KPMG were approved by the Audit Committee and the Board of Directors.
BDO did not provide a report on the Company’s consolidated financial statements in the last two fiscal years; KPMG provided the consolidated financial statements for the fiscal years ended December 31, 2022 and 2021. During the Company’s fiscal year ended December 31, 2020, and through September 20, 2021, the Company did not have any disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements for such time periods.
Our Board has asked the stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm. See “Proposal Two: Ratification of Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm” on page 30 of this proxy statement. The Board has reviewed the fees described below and concluded that the payment of such fees is compatible with maintaining KPMG LLP’s independence. All proposed engagements of KPMG LLP, whether for audit services, audit-related services, tax services, or permissible non-audit services, were pre-approved by our Board.
Audit Fees
For the fiscal year ended December 31, 2022 KPMG LLP billed us an aggregate of approximately $385,000 in fees and professional services rendered in connection with the audit of our annual financial statements included in our Annual Reports on Form 10-K for the 2022 fiscal year, and the review of our financial statements included in our Quarterly Reports on Form 10-Q during that fiscal year.
For the fiscal year ended December 31, 2021 KPMG LLP billed us an aggregate of approximately $260,000 in fees and professional services rendered in connection with the audit of our annual financial statements included in our Annual Reports on Form 10-K for the 2021 fiscal year and the review of our financial statements included in our third Quarterly Report on Form 10-Q during that fiscal year.
For the fiscal year ended December 31, 2021, BDO USA, LLP billed us an aggregate of approximately $278,000 in fees for the professional services rendered in connection with the audits of our annual financial statements included in our Annual Reports on Form 10-K for the 2020 fiscal year, the review of our financial statements included in our Quarterly Reports on Form 10-Q for 2020 and 2021 through the quarter ended June 30, 2021, and other services provided in connection with registration statements.