What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-20 · 44 added, 39 removed, 200 unchanged (29% of the section changed)

2 unchanged sentences

We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Kelley, President and Chief Executive Officer) and Principal Financial Officer (Paul R.

Oldham, Executive Vice President and Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we conducted an evaluation, with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to the Exchange Act Rule 13a-15(b).

12 unchanged sentences

Limitations on Controls and Procedures

Management has concluded that our disclosure controls and procedures and internal control over financial reporting provide reasonable assurance that the objectives of our control system are met.

Management concluded that our disclosure controls and procedures and internal control over financial reporting provide reasonable assurance that the objectives of our control system are met.

We do not expect, however, that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all misstatements, errors, or fraud, if any.

2 unchanged sentences

OTHER INFORMATION

During the fourth quarter of 2023, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or a “Non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).

During the fourth quarter of 2024, two of our officers adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as amended.

The table below summarizes the terms of Rule 10b5-1 trading arrangements adopted:

Name and Title

Date of Adoption

Duration of the Trading Arrangement 1

Aggregate Number of Shares to be Sold

Executive Vice President and Chief Financial Officer

27, 2025 , or such earlier date upon which all transactions are completed

Eduardo Bernal

Executive Vice President and Chief Operations Officer

5, 2025 , or such earlier date upon

which all transactions are completed

(1) The Rule 10b5-1 trading arrangements also provide for termination prior to the above-listed expiration date following the occurrence of certain events, such as public announcement of a tender offer, exchange offer or certain M&A, reorganization, or recapitalization transactions or the bankruptcy, insolvency, or death of the adopting person.

(2) Includes 12,084 shares of common stock issuable upon the exercise of options.

During the fourth quarter of 2024, no other director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

In accordance with General Instruction G (3) of Form 10-K, certain information required by this Part III is incorporated by reference to the definitive proxy statement relating to our 2025 annual meeting of stockholders (the “2025 Proxy Statement”), as set forth below.

The 2024 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

The 2025 Proxy Statement will be filed with the SEC within 120 days after the end of our fiscal year.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information set forth in the 2025 Proxy Statement under the headings “Proposal No.

1 - Election of Directors,” “Corporate Governance,” “Management,” and “Delinquent Section 16(a) Reports” is incorporated herein by reference.

1 - Election of Directors,” “Corporate Governance,” and “Management,” is incorporated herein by reference.

We adopted a Code of Ethical Conduct that applies to all employees, including our Chief Executive Officer, Chief Financial Officer, and others performing similar functions.

2 unchanged sentences

We are not including the information contained on our website as part of, or incorporating it by reference into, this report.

We have also adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities that applies to all directors, officers, and employees, as well as the Company itself.

We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.

A copy of the Insider Trading Policy is filed with this annual report on Form 10-K as Exhibit 19.1.

EXECUTIVE COMPENSATION

18 unchanged sentences

Equity compensation plans not approved by security holders

(1) This number includes 577 thousand shares available for future issuance under the Employee Stock Purchase Plan .

(1) Includes shares underlying options granted under the prior plan.

(2) This number includes 535 thousand shares available for future issuance under the Employee Stock Purchase Pla n .

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

The information set forth in the 2024 Proxy Statement under the heading “Certain Relationships and Related Transactions” is incorporated herein by reference.

The information set forth in the 2025 Proxy Statement under the heading “Certain Relationships and Related Transactions” and under the sub-heading “Independence”, which appears under the heading “Proposal No.

1 - Election of Directors” is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information set forth in the 2024 Proxy Statement under the caption “Proposal No.

The information set forth in the 2025 Proxy Statement under the heading “Proposal No.

2 - Ratification of the Appointment of Ernst & Young LLP as Advanced Energy’s Independent Registered Public Accounting Firm for 2025” is incorporated herein by reference.

16 unchanged sentences

Amended and Restated Certificate of Incorporation of Advanced Energy Industries, Inc.

August 5, 2019

Second Amended and Restated By-Laws of Advanced Energy Industries, Inc.

Incorporated by Reference

Third Amended and Restated By-Laws of Advanced Energy Industries, Inc.

Form of Specimen Certificate for Common Stock

1 unchanged sentence

Description of Advanced Energy Industries, Inc.

March 2, 2020

Filed herewith

Indenture, dated September 12, 2023, between Advanced Energy Industries, Inc.

7 unchanged sentences

February 17, 2023

Form of Notice of Grant Stock Option under 2008 Omnibus Incentive Plan *

Form of Non-Qualified Stock Option Agreement under 2008 Omnibus Incentive Plan *

2017 Omnibus Incentive Plan *

March 14, 2017

Incorporated by Reference

2008 Omnibus Incentive Plan, as amended May 4, 2010 *

March 2, 2011

Employee Stock Purchase Plan *

September 21, 1995

March 10, 2021

Offer Letter dated February 8, 2021 *

10 unchanged sentences

March 29, 2018

Incorporated by Reference

Credit Agreement, dated September 10, 2019, by and among Advanced Energy Industries, Inc., Bank of America N.A.

2 unchanged sentences

September 10, 2019

ISDA 2002 Master Agreement, by and between Advanced Energy Industries, Inc.

and HSBC Bank USA, National Association, dated April 2, 2020 (the “HSBC ISDA Master Agreement”)

April 10, 2020

ISDA 2002 Master Agreement, by and between Advanced Energy Industries, Inc.

and Citibank, N.A., dated April 7, 2020 (the “Citibank ISDA Master Agreement”)

April 10, 2020

Schedule to the HSBC ISDA Master Agreement

April 10, 2020

Schedule to the Citibank ISDA Master Agreement

April 10, 2020

Rate Swap Transaction Confirmation, by and between Advanced Energy Industries, Inc.

and HSBC Bank USA, National Association, dated April 7, 2020

April 10, 2020

Incorporated by Reference

Rate Swap Transaction Confirmation, by and between Advanced Energy Industries, Inc.

and Citibank, N.A., dated April 9, 2020

April 10, 2020

Amendment No.

26 unchanged sentences

Form of Performance Stock Unit Agreement under the Amended and Restated 2023 Omnibus Incentive Plan *

Filed herewith

February 20, 2024

Incorporated by Reference

Form of Restricted Stock Unit Agreement under the Amended and Restated 2023 Omnibus Incentive Plan *

Filed herewith

Incorporated by Reference

Form of Annual Incentive Plan *

Filed herewith

February 20, 2024

Amendment No.

4 to Credit Agreement, dated September 9, 2024, among Advanced Energy Industries, Inc., the guarantors party thereto, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto

September 11, 2024

Insider Trading Policy

15 unchanged sentences

Compensation Clawback Policy

Filed herewith

February 20, 2024

Inline XBRL Instance Document

8 unchanged sentences

Filed herewith

Incorporated by Reference

Inline XBRL Taxonomy Extension Presentation Linkbase Document

17 unchanged sentences

(Principal Executive Officer)

/s/ Paul Oldham

/s/ Paul R Oldham

Chief Financial Officer and Executive Vice President

February 18, 2025

Paul R Oldham

(Principal Financial Officer)

19 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures