X0405TA-1/A0001146230XXXXXXXX084-05925trueLIVESECComputershare Inc /TAComputershare Shareholder Services Inc /TA260539150 Royall StreetCantonMA02021-1011N781-575-2000Y300 S. Wacker DriveSuite 820ChicagoIL60606144 Fernwood AvenueEdisonNJ08837211 Quality CircleSuite 210College StationTX77845462 South Fourth StreetLouisvilleKY402021505 Energy Park DriveSaint PaulMN551089062 Old Annapolis RoadColumbiaMD21045111 Town Square PlaceSuite 1501Jersey CityNJ07310NYComputershare Trust Company of Canada084-06112100 University Avenue, 11th FloorTorontoA6M5J 2Y1YCitibank, N.A.085-10232111 Wall StreetNew YorkNY10043Computershare Trust Company, N.A.085-11340150 Royall StreetCantonMA02021-1011Computershare Trust Company of Canada084-06112100 University Avenue, 11th FloorTorontoA6M5J 2Y1Computershare Investor Services Inc.084-06111100 University Avenue, 11th FloorTorontoA6M5J 2Y1The Bank of New York Mellon085-05006101 Barclay StreetNew YorkNY10286Computershare Investor Services Ltd.084-0672046 Floor Hopewell Centre183 Queen's Road East Wanchai K3Hong KongK300000Computershare Delaware Trust Company085-05570919 North Market Street, Suite 1600WilmingtonDE19801CorporationComputershare US Inc.06/27/2005Indirect OwnerEtrueComputershare Limited06/27/2005Indirect OwnerEtrueRichard L. Johnson, Jr.11/09/2001Chief Compliance OfficerNAtrue06/28/2024Computershare US Services Inc.03/14/2007Indirect OwnerEtrueSteven R. Rothbloom10/04/2007DirectorNAtrueACN 081 035 752 Pty Ltd05/19/2010Indirect OwnerEtrueComputershare Investments (UK)(No. 8) Limited01/01/2012Direct OwnerEtrue06/14/2024Computershare Holdings Inc.01/01/2012Indirect OwnerEtrueKevin M. Brennan07/01/2013Head of Equity Sales + Strategic ClientsNAtrueNicholas S. R. Oldfield07/01/2014CFO, Treasurer, and DirectorNAtrueMark L. McDougall07/01/2014Global Chief Information OfficerNAtrueRobert M. Fromberg02/01/2016SecretaryNAtrueSheila M. Frierson07/01/2016President, US Plan ManagersNAtrueMarc J. Winters12/06/2021Head of Global Core OperationsNAtrueAnn M. Bowering07/11/2022President and CEO, US Issuer ServicesNAtrueLara K. Daly-Sims01/01/2024Head of Corp. Regulatory Services (US)NAtrueBen Klingenstein11/01/2021Head of Risk and ComplianceNAtrueNNNNNNNYComputershare Trust Company of Canada, Inc.In the Matter of Computershare Trust Company of Canada Inc.04/18/2006U.S. Securities and Exchange CommissionWithout admitting or denying the findings, on April 18, 2006 Computershare Trust Company of Canada, Inc. (CTCC), agreed to settle an administrative action by the SEC in which it was ordered to cease-and-desist from violations of Sections 15(b) and 17A(c) of the Securities Exchange Act of 1934. See, In the Matter of Computershare Trust Company of Canada Inc., Administrative Proceeding 3-12265, Securities Exchange Act Release No. 53668 (April 18, 2006). The proceedings related to CTCC's failure to register with the SEC as a U.S. transfer agent and a U.S. broker-dealer. As part of the settlement, CTCC was ordered to disgorge profits, including prejudgment interest, of $601,868.71 attributable to certain of its services associated with the U.S. during the period from June 2000 to April 2004 when it became registered as a U.S. Transfer Agent, as well as a fine in the amount of $500,000. At the same time, the SEC issued a conditional exemption to permit CTCC and its affiliate, Computershare Investor Services, LLC, to continue to provide plan services to U.S. residents without registering as a U.S. broker-dealer in accordance with Section 15(b). Exchange Act Release No. 53667 (April 18, 2006).See above.Georgeson Shareholder Securities Corporation (GSSC)N/A02/27/2004U.S. Securities and Exchange CommissionViolation of Rules 17a-3(1) and (a)(2) and (a)(11); and Rule 17a-5(a)(2).The SEC Northeast Regional Office, 233 Broadway, New York, NY, has asked GSSC for a letter detailing the procedures in place to safeguard against further infractions of these rules.NYRegistrar and Transfer Company and Thomas L. MontroneIn the Matter of Registrar and Transfer Company and Thomas L. Montrone.09/23/2014U.S. Securities and Exchange CommissionAdministrative Proceeding File No. 3-16157: In this matter, Registrar and Transfer Company ("R&T") and certain of its employees violated Section 5 of the Securities Act; its CEO Thomas L. Montrone ("Montrone") caused R&T's violation of Section 5; and R&T and Montrone failed reasonably to supervise certain R&T employees with respect to their violations of Section 5 in connection with 54 unregistered issuances of purportedly unrestricted shares. Respondents were ordered to cease and desist from committing or causing any violations and any future violations of Sections 5(a) and 5(c) of the Securities Act. R&T has been censured. Montrone has been suspended from association in a supervisory capacity with any transfer agent, broker, dealer, investment advisor, municipal security dealer, municipal advisor or nationally recognized statistically rating organization for a period of twelve months, effective on the second Monday following the entry of the Order.R&T will pay the SEC disgorgement, interest, and penalties of $127,667.64; Montrone $25,000. R&T will engage an independent consultant to review and recommend corrective measures of R&T's policies and procedures to prevent future violations of Section 5.NNNNYGeorgeson Shareholder Securities Corporation (GSSC)N/A12/06/1999Minnesota Department of CommerceWithdrawal of broker-dealer applicationOrdered pursuant to State Statute Section 80A.05 subd.1 (1994) that GSSC's application for broker-dealer be withdrawn since the application was pending with the department with no activity for 120 days.NNYComputershare Securities CorporationLetter of Acceptance, Waiver, and Consent (AWC)02/13/2006National Association of Securities Dealers Regulation, Inc.Computershare Securities Corporation (CRD 107023, Chicago, Illinois) submitted a Letter of Acceptance, Waiver and Consent in which the firm was censured and fined $60,000. Without admitting or denying the findings, the firm consented to the described sanctions and to the entry of findings that it executed securities transactions while failing to maintain its minimum required net capital. The findings stated that the firm failed to comply with SEC Rule 17a-3(a) in that it prepared inaccurate trial balances and net capital computations for numerous months. The findings also stated that the firm failed to comply with SEC Rule 17a-5 in that it filed inaccurate NASD Financial Operational Combined Uniform Single (FOCUS) Part IIA Reports for several months. (NASD Case E8A2005005301)See Above.Georgeson Securities CorporationCRD 46749, New York, New York NASD Case 200600407710107/10/2007National Association of Securities DealersGeorgeson Securities Corporation (CRD 46749, New York, New York) submitted a Letter of Acceptance, Waiver and Consent in which the firm was censured and fined $30,000. Without admitting or denying the findings, the firm consented to the described sanctions and to the entry of findings that it failed to maintain and preserve all of its electronic communications as required by SEC Rule 17a-4. The findings stated that the firm electronically backed-up electronic communications at the end of each day, but failed to capture, maintain and preserve any electronic communication deleted from a user's deleted items folder during the day.See Above.Georgeson Securities CorporationCRD 46749, New York, New York FINRA Case 200901620570101/21/2011Financial Industry Regulatory AuthorityGeorgeson Securities Corporation (CRD 46749, New York, New York) submitted a Letter of Acceptance, Waiver and Consent in which the firm was censured and fined $10,000. Without admitting or denying the findings, the firm consented to the described sanctions and to the entry of findings that it failed to adequately ensure that it maintained a complete record of all free-credits due to customers. The findings stated that this caused the firm's customer reserve computation and books and record to be inaccurate. The findings also stated that the firm failed to include in its customer reserve computation $134,715.60 of customer checks it received on a specific day, thereby miscalculating its customer reserve. The findings also included that instead, the firm relied on a bank statement to determine the credit amounts to include in its reserve formula; the bank statement did not reflect checks that the firm received on the date of the bank statement.See Above.Georgeson Securities CorporationCRD 46749, New York, New York FINRA Case 201605019400112/21/2016Financial Industry Regulatory AuthorityGeorgeson Securities Corporation (CRD #46749) was found to have violated Exchange Act Rule 17a-4, NASD Rules 3110 and 2110, and FINRA Rules 4511 and 2010. The Firm failed to: maintain electronic records in the write once read many ("WORM") format; provide a 90-day notice to its designated examination authority prior to using electronic storage media; implement an audit system regarding the inputting of records in electronic storage media; obtain an attestation from its third-party vendor; and the firm's supervisory system for records storage was deemed not reasonably designed.Disposition of the action or the claim: Without admitting or denying the factual allegations, the Firm submitted a Letter of Acceptance, Waiver and Consent in which the Firm was censured and fined $650,000.NNNYGeorgeson LLC (GLLC)U.S. District Court of Massachusetts Docket Number 17CR-1036711/30/2017U.S. District Court of MassachusettsIn connection with a Deferred Prosecution Agreement ("DPA"), an information containing a single felony count of conspiracy was filed against GLLC. The information states that, in or about and between September 2007 and March 2012, GLLC and others conspired to commit: (1) wire fraud and honest services wire fraud by engaging in a scheme to defraud Institutional Shareholder Services ("ISS") of confidential client voting information regarding whether and how ISS's clients had voted on particular shareholder proposals and of the honest and faithful services of an employee, by providing that employee with tickets to concerts and sporting events; and (2) wire fraud by engaging in a scheme to defraud clients of GLLC by sending them invoices for at least a portion of the cost of the tickets provided to the ISS employee, which falsely described those charges as legitimate expenses that were properly passed on to the clients. The DPA term expired on November 30, 2020. The court dismissed the criminal information on January 4, 2021.A DPA was entered on November 30, 2017. A fine of $4.5 million was paid on December 4, 2017. The DPA provides that, if GLLC fully complies with all of its obligations under the DPA, the U.S. Attorney's Office will dismiss the information with prejudice.NNMike Rugani612-244-1224Senior Compliance Officer06/12/2025