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Item 9A. Controls and Procedures

2023-08-11 compared with 2022-08-12 · 34 added, 30 removed, 250 unchanged (20% of the section changed)

6 unchanged sentences

is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, the President & Chief Executive Officer and the Vice President - Chief Financial Officer & Treasurer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Internal control over financial reporting is a process designed by, or under the supervision of, the President & Chief Executive Officer and the Vice President - Chief Financial Officer, Treasurer, & Principal Accounting Officer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that:

10 unchanged sentences

President & Chief Executive Officer Vice President - Chief Financial Officer, Treasurer,

& Principal Accounting Officer

August 11, 2023

28 unchanged sentences

OTHER INFORMATION.

Not applicable.

During the fiscal quarter ended June 30, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

6 unchanged sentences

In addition, amendments to and waivers from the Code of Business Ethics will be disclosed promptly at the same location.

Applied has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of Applied's securities by directors, officers, and employees.

Information regarding the composition of Applied’s audit committee and the identification of audit committee financial experts serving on the audit committee is incorporated by reference to Applied's proxy statement, under the caption “Corporate Governance.”

EXECUTIVE COMPENSATION.

The information required by this Item is incorporated by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 25, 2022, under the captions “Executive Compensation” and “Compensation Committee Report.”

The information required by this Item is incorporated by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 24, 2023, under the captions "Director Compensation," “Executive Compensation,” "Compensation Committee Interlocks and Insider Participation," and “Compensation Committee Report.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Applied's shareholders have approved the following equity compensation plans:

the 2011 Long-Term Performance Plan, the 2015 Long-Term Performance Plan, the 2019 Long-Term Performance Plan, the Deferred Compensation Plan (no active employees participate in the plan), and the Deferred Compensation Plan for Non-Employee Directors (one active director participates in the plan).

All of these plans are currently in effect.

The following table shows information regarding the number of shares of Applied common stock that may be issued pursuant to equity compensation plans or arrangements of Applied as of June 30, 2022.

Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plans approved by security holders 960,083 $61.77 *

Equity compensation plans not approved by

security holders

Total 960,083 $61.77 *

* The 2019 Long-Term Performance Plan was adopted in October 2019 to replace the 2015 Long-Term Performance Plan and, similarly, the 2015 Long-Term Performance Plan replaced the 2011 Long-Term Performance Plan.

Stock options, stock appreciation rights, and other awards remain outstanding under the 2011 and 2015 plans, but no new awards are made under those plans.

The aggregate number of shares that remained available for awards under the 2019 Long-Term Performance Plan on June 30, 2022 was 1,826,236.

Equity compensation plan information is incorporated herein by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 24, 2023, under the caption "Equity Compensation Plan Information (as of June 30, 2023)".

Information concerning the security ownership of certain beneficial owners and management is incorporated by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 24, 2023, under the caption “Holdings of Major Shareholders, Officers, and Directors.”

41 unchanged sentences

1-2299, and incorporated here by reference).

4.5 Request for Purchase dated May 30, 2014 and 3.19% Series C Notes dated July 1, 2014, under Amended and Restated Note Purchase and Private Shelf Agreement, between Applied Industrial Technologies, Inc.

and PGIM, Inc.

(filed as Exhibit 10.1 to Applied's Form 8-K filed July 2, 2014, SEC File No.

1-2299, and incorporated here by reference).

4.5 Amendment No.

3 to Amended and Restated Note Purchase and Private Shelf Agreement, dated as of October 28, 2022, between Applied and PGIM, Inc.

(filed as Exhibit 10.1 to the Company's Form 8-K filed November 1, 2022, SEC File No.

1-2299, as incorporated here by reference).

4.6 Credit Agreement dated as of December 9, 2021, among Applied Industrial Technologies, Inc., KeyBank National Association as Agent, and various financial institutions (filed as Exhibit 10.1 to the Company's Form 8-K filed December 14, 2021, SEC File No.

1-2299, and incorporated here by reference).

4.7 First Amendment Agreement, dated as of May 12, 2023, among Applied Industrial Technologies, Inc., KeyBank National Association as Agent, and the Lenders set forth therein.

4.8 Receivables Financing Agreement dated as of August 31, 2018, among AIT Receivables LLC, as borrower, PNC Bank, National Association, as administrative agent, Applied Industrial Technologies, Inc., as initial servicer, PNC Capital Markets LLC, as structuring agent and the additional persons from time to time party thereto, as lenders (filed as Exhibit 10.1 to Applied's Form 8-K filed September 6, 2018, SEC File No.

3 unchanged sentences

1-2299, and incorporated here by reference).

4.10 Amendment No.

2 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty, dated as of May 12, 2023, by and among AIT Receivables, LLC, Applied Industrial Technologies, Inc., PNC Bank, National Association, Regions Bank, and PNC Capital Markets LLC.

4.11 Purchase and Sale Agreement dated as of August 31, 2018 among various entities listed on Schedule I thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied's Form 8-K filed September 6, 2018, SEC File No.

9 unchanged sentences

1-2299, and incorporated here by reference).

4.15 Amendment No.

3 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty dated as of August 6, 2023 among AIT Receivables LLC, as borrower, PNC Bank, National Association, as administrative agent, Applied Industrial Technologies, Inc., as initial servicer, PNC Capital Markets LLC, as structuring agent, and the additional persons from time to time party thereto, as lenders (filed as Exhibit 10.1 to Applied’s Form 8-K filed August 9, 2023, SEC File No.

1-2299, and incorporated here by reference).

4.16 Amendment No.

3 to Purchase and Sale Agreement dated as of August 4, 2023 among various entities listed on Schedule I thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied’s Form 8-K filed August 9, 2023, SEC File No.

1-2299, and incorporated here by reference).

*10.1 A written description of Applied's director compensation program is incorporated by reference to Applied’s proxy statement for the annual meeting of shareholders to be held October 24, 2023 under the caption “Director Compensation.”

23 unchanged sentences

1-2299, and incorporated here by reference).

*10.13 Stock Appreciation Rights Award Terms and Conditions (Officers) (August 2022 revision) (filed as Exhibit 10.1 to Applied Form 10-Q for the quarter ended September 30, 2022, SEC File No.

1-2299, and incorporated here by reference).

*10.14 Restricted Stock Units Terms and Conditions (Officers) (August 2022 revision) (filed as Exhibit 10.2 to Applied Form 10-Q for the quarter ended September 30, 2022, SEC File No.

1-2299, and incorporated here by reference).

*10.15 Performance Shares Terms and Conditions (August 2022 revision) (filed as Exhibit 10.3 to Applied Form 10-Q for the quarter ended September 30, 2022, SEC File No.

1-2299, and incorporated here by reference).

*10.16 Management Incentive Plan General Terms (filed as Exhibit 10.1 to Applied's Form 10-Q for the quarter ended September 30, 2020, SEC File No.

2 unchanged sentences

1-2299, and incorporated here by reference).

*10.15 Schedule of executive officer participants in the Key Executive Restoration Plan, as amended and restated (filed as Exhibit 10.1 to Applied's Form 10-Q for the quarter ended September 30, 2021, SEC File No.

1-2299, and incorporated here by reference).

*10.18 Schedule of executive officer participants in the Key Executive Restoration Plan, as amended and restated.

*10.19 Supplemental Executive Retirement Benefits Plan (Restated Post-2004 Terms), in which Fred D.

18 unchanged sentences

1-2299, and incorporated here by reference.)

*10.27 Consulting Agreement, dated January 27, 2023, between Applied and Fred Bauer (filed as Exhibit 10.1 to Applied's Form 10-Q for the quarter ended March 31, 2023, SEC File No.

1-2299, and incorporated here by reference).

*10.28 Severance Agreement for Neil A.

7 unchanged sentences

1-2299, and incorporated here by reference).

*10.27 Change in Control Agreement for Fred D.

Bauer (filed as Exhibit 99.1 to Applied's Form 8-K filed April 25, 2008, SEC File No.

1-2299, and incorporated here by reference).

*10.31 Form of Change in Control Agreement for Kurt W.

Loring and David K.

Loring , Jon S.

Ploetz and David K.

Wells (filed as Exhibit 10.3 to Applied's Form 10-Q for the quarter ended September 30, 2013, SEC File No.

8 unchanged sentences

1-2299, and incorporated here by reference).

19 Applied's Insider Trading Policy

21 Applied’s subsidiaries at June 30, 202 3 .

44 unchanged sentences

President & Chief Executive Officer David K.

Vice President-Chief Financial Officer

/s/ Christopher Macey

Christopher Macey

Corporate Controller (Principal Accounting Officer)

Vice President-Chief Financial Officer, Treasurer,

& Principal Accounting Officer

August 11, 2023

10 unchanged sentences

Wallace, Director and Chairman

Bauer, as attorney in fact

Ploetz, as attorney in fact

for persons indicated by “*”

1 unchanged sentence

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