8 unchanged sentences
Other Information.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Certain information required by Part III is omitted from this Form 10-K because we intend to file a definitive Proxy Statement for our 2022 Annual Meeting of Stockholders (the “Proxy Statement”) not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and certain information to be included therein is incorporated herein by reference.
4 unchanged sentences
Code of Ethics
−Removed: We have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer.
−Removed: This code of ethics is posted on our Internet website.
−Removed: The Internet address for our website is www.aligntech.com , and the code of ethics may be found on the “Corporate Governance” section of our “Investors” webpage.
+Added: We have a code of ethics (which we call our Global Code of Conduct) that applies to all of our employees, including our principal executive officer, principal financial officer and controller.
+Added: Our Global Code of Conduct is posted on the investor relations portion of our website at http://investor.aligntech.com within the section captioned “Corporate Governance”.
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the address and location specified above, or as otherwise required by the NASDAQ Global Market.
4 unchanged sentences
Equity Compensation Plan Information
−Removed: The following table provides information as of December 31, 2020 about our common stock that may be issued upon the exercise of options and awards granted to employees, consultants or members of our Board of Directors under all existing equity compensation plans, including the 2005 Incentive Plan and the Employee Stock Purchase Plan ("ESPP"), each as amended, and certain individual arrangements (Refer to Note 12 "Stockholders’ Equity” of the Notes to Consolidated Financial Statements for a description of our equity compensation plans).
−Removed: Plan Category Number of securities to be issued upon
−Removed: exercise of outstanding options and restricted stock units (a) Weighted average
−Removed: exercise price of
−Removed: options (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
+Added: The following table provides information as of December 31, 2021 about our common stock that may be issued upon the awards granted to employees, consultants or members of our Board of Directors under all existing equity compensation plans, including the 2005 Incentive Plan and the Employee Stock Purchase Plan (“ESPP”), each as amended, and certain individual arrangements (Refer to Note 12 "Stockholders’ Equity” of the Notes to Consolidated Financial Statements for a description of our equity compensation plans).
+Added: Plan Category Number of securities to be issued upon exercise of outstanding options and restricted stock units (a) Weighted average exercise price of outstanding options (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders 665,957 1
2 unchanged sentences
Total 665,957 $ — 6,439,289
−Removed: 1 Includes 631,905 RSUs and 227,244 MSUs at target, which have an exercise price of zero
+Added: 1 Includes 491,858 RSUs and 174,099 MSUs at target
2 Includes 2,194,566 shares available for issuance under our ESPP.
We are unable to ascertain with specificity the number of securities to be issued upon exercise of outstanding rights or the weighted average exercise price of outstanding rights under the ESPP.
−Removed: 3 Includes 688,590 of potentially issuable MSUs if performance targets are achieved at maximum payout
+Added: 3 Includes additional 496,182 of potentially issuable MSUs above target if performance targets are achieved at maximum payout (counted one and nine-tenths (1 9/10 ) shares for every one (1) issuable share against the authorized share reserve)
Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 404 and Item 407 of Regulation S-K is incorporated by reference to the Proxy Statement under the sections captioned “Certain Relationships and Related Party Transactions” and “Corporate Governance—Director Independence,” respectively.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: Principal Accountant Fees and Services.
The information required by Item 9(e) of Schedule 14A of the Securities Act of 1934, as amended, is incorporated by reference to the Proxy Statement under the section captioned “Ratification of Appointment of Independent Registered Public Accountants.”
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: Exhibit and Financial Statement Schedules.
(a) Financial Statements
19 unchanged sentences
Year Ended December 31, 2019 $ 2,378 $ 5,853 $ ( 1,475 ) $ 6,756
−Removed: $ 5,814 $ 870 $ ( 4,306 ) $ 2,378
Year Ended December 31, 2020 $ 6,756 $ 12,073 $ ( 8,590 ) $ 10,239
−Removed: $ 2,378 $ 5,853 $ ( 1,475 ) $ 6,756
Year Ended December 31, 2021 $ 10,239 $ 2,814 $ ( 3,808 ) $ 9,245
3 unchanged sentences
Year Ended December 31, 2021 $ 1,325 $ 11,613 $ — $ 12,938
−Removed: 1 Certain prior period information has been recast to conform to current year presentation.
(b) The following Exhibits are included in this Annual Report on Form 10-K:
−Removed: Number Description Form Date Exhibit
+Added: Exhibit Number
+Added: Description Form Date Exhibit
Amended and Restated Certificate of Incorporation of registrant
5 unchanged sentences
8-K 2/29/2012 3.2
+Added: Amendment to Amended and Restated Bylaws of registrant
+Added: Def 14A 4/7/2021 1.0
Form of Specimen Common Stock Certificate
3 unchanged sentences
10-K 2/28/2020 4.2
−Removed: Registrant's 2010 Employee Stock Purchase Plan
−Removed: 8-K 5/25/2010 10.02
+Added: Amended Registrant’s 2010 Employee Stock Purchase Plan
+Added: Def 14A 4/7/2021 2.0
Registrant's 2005 Incentive Plan (as amended May 2016)
+Added: 10-K 2/26/2021 10.2
Form of RSU agreement under Registrant's 2005 Incentive Plan (Officer Form for officers appointed after September 2016)
12 unchanged sentences
10-K 2/28/2020 10.8
−Removed: Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 20 18, 2019 a nd 2020 to officers appointed prior to September 2016)
+Added: Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2018, 2019 and 2020 to officers appointed prior to September 2016)
10-K 2/28/2020 10.8A
Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2021 to officers appointed after September 2016)
+Added: 10-K 2/26/2021 10.9
Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2021 to officers appointed prior to September 2016)
+Added: 10-K 2/26/2021 10.9A
Form of Market Stock Unit Agreement for CEO (Focal grants)
12 unchanged sentences
10-Q 11/8/2016 10.2
−Removed: Form of Executive Officer Relocation Reimbursement Agreement
Form of Indemnification Agreement by and between registrant and its Board of Directors and its executive officers
4 unchanged sentences
10-Q 5/5/2020 10.1
−Removed: Number Description Form Date Exhibit
−Removed: Class C Non-Incentive Unit Purchase Agreement dated July 25, 2016
−Removed: 8-K 7/28/2016 10.1
−Removed: Membership Interest Purchase Agreement dated July 24, 2017 between Align Technology, Inc.
−Removed: and SmileDirectClub, LLC.
−Removed: 8-K 7/27/2017 10.2
+Added: Exhibit Number
+Added: Description Form Date Exhibit
Credit Agreement between Align Technology, Inc.
−Removed: and t he lender s party thereto from time to time and Citibank, N.A., as ad minis trative ag ent, dated July 21, 2020
+Added: and the lenders party thereto from time to time and Citibank, N.A., as administrative agent, dated July 21, 2020
10-Q 10/30/2020 10.1
+Added: Fixed Dollar Accelerated Share Repurchase Transaction dated October 29, 2021
Subsidiaries of Align Technology, Inc.
28 unchanged sentences
HOGAN President and Chief Executive Officer (Principal Executive Officer) February 25, 2022
−Removed: MORICI Chief Financial Officer and Senior Vice President, Global Finance (Principal Financial Officer and Principal Accounting Officer) February 26, 2021
+Added: MORICI Chief Financial Officer and Executive Vice President, Global Finance (Principal Financial Officer and Principal Accounting Officer) February 25, 2022
DALLAS Director February 25, 2022
6 unchanged sentences
MYONG Director February 25, 2022
−Removed: /S/ THOMAS M.
−Removed: PRESCOTT Director February 26, 2021
/S/ ANDREA L.
5 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.