10 unchanged sentences
Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited our financial statements included in this Annual Report on Form 10-K and the effectiveness of our internal control over financial reporting as of December 31, 2020.
−Removed: The report of PricewaterhouseCoopers LLP is incorporated by reference to Item 8 of this Annual Report on Form 10-K.
−Removed: On October 21, 2019 , we acquired 85% of the issued and outstanding capital stock of PC Open Incorporated, a Washington corporation, doing business as OpenEye.
−Removed: In accordance with guidance issued by the Securities and Exchange Commission, management's assessment of the effectiveness of our internal control over financial reporting excluded the internal control activities of OpenEye, which is included in our December 31, 2019 consolidated financial statements, for which total assets and total revenue of OpenEye represented 1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2019 .
+Added: The report of PricewaterhouseCoopers LLP is incorporated by reference into Item 8 of this Annual Report on Form 10-K.
+Added: On December 14, 2020, we acquired 100% of the issued and outstanding ownership interest units of Shooter Detection Systems, LLC, or SDS.
+Added: In accordance with guidance issued by the Securities and Exchange Commission, management's assessment of the effectiveness of our internal control over financial reporting excluded the internal control activities of SDS, which is included in our December 31, 2020 consolidated financial statements, for which total assets and total revenue of SDS represented less than 1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2020.
Changes in Internal Control over Financial Reporting
13 unchanged sentences
OTHER INFORMATION
−Removed: Election of New Director
−Removed: Effective February 21, 2020, we appointed Simone Wu to serve on the Board of Directors, or the Board, as a Class II director.
−Removed: Wu will serve for the term expiring at our upcoming 2020 Annual Meeting of Stockholders or until her earlier death, resignation or removal.
−Removed: Wu has been appointed to the Audit Committee of the Board.
−Removed: Wu, 55, is the Senior Vice President, General Counsel, Corporate Secretary and External Affairs for Choice Hotels International, Inc., a position she has held since 2015, and previously served as the Senior Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer at Choice Hotels from 2012 to 2015.
−Removed: From 2001 to 2012, she held a number of positions of increasing responsibility with XO Communications, including serving as its General Counsel.
−Removed: Wu earned a B.A.
−Removed: in Political Science from the University of Michigan and a J.D.
−Removed: from Columbia University.
−Removed: Wu will be compensated in accordance with our standard compensation arrangements for non-employee directors, which are described in greater detail in our definitive proxy statement on Schedule 14A relating to our 2019 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission, or the SEC, on April 26, 2019.
−Removed: In connection with her appointment, we entered into an indemnity agreement with Ms.
−Removed: Wu, a copy of which has been filed as Exhibit 10.24 hereto and incorporated herein by reference.
−Removed: Wu was not selected as a director pursuant to any arrangements or understandings with us or with any other person, and there are no related party transactions between us and Ms.
−Removed: Wu that would require disclosure under Item 404(a) of Regulation S-K.
We will file a definitive Proxy Statement for our Annual Meeting, or our 2021 Proxy Statement, with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year.
2 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by Item 10 is hereby incorporated by reference to the sections of our 2020 Proxy Statement under the captions "Information Regarding Committees of the Board of Directors," "Election of Directors," "Executive Officers" and "Delinquent Section 16(a) Reports."
+Added: The information required by Item 10 is hereby incorporated by reference to the sections of our 2021 Proxy Statement under the captions "Information Regarding Committees of the Board of Directors," "Election of Directors" and "Executive Officers."
We have adopted a written Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of our employees, executive officers and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
14 unchanged sentences
Incorporated by Reference
−Removed: Schedule / Form
+Added: Exhibit Description Schedule / Form File Number Exhibit File Date
Asset Purchase Agreement by and among ICN Acquisition, LLC, Icontrol Networks, Inc., the Seller Stockholders, Fortis Advisors LLC, and the Registrant as Guarantor, dated as of June 23, 2016
−Removed: June 23, 2016
+Added: 8-K 001-37461 2.1 June 23, 2016
Amendment No.
1 to Asset Purchase Agreement by and among ICN Acquisition, LLC, Icontrol Networks, Inc., the Seller Stockholders, Fortis Advisors LLC, and the Registrant as Guarantor, dated November 15, 2016
−Removed: November 16, 2016
+Added: 8-K 001-37461 2.1 November 16, 2016
Amended and Restated Certificate of Incorporation of the Registrant
+Added: 8-K 001-37461 3.1 June 9, 2020
Amended and Restated Bylaws of the Registrant
+Added: 8-K 001-37461 3.2 June 9, 2020
+Added: Indenture, dated as of January 20, 2021, by and between Alarm.com Holdings, Inc.
+Added: Bank National Association, as Trustee
+Added: 8-K 001-37461 4.1 January 20, 2021
+Added: Form of Global Note, representing Alarm.com Holdings, Inc.’s 0% Convertible Senior Notes due 2026 (included as Exhibit A to the Indenture filed as Exhibit 4.1)
+Added: 8-K 001-37461 4.2 January 20, 2021
Form of Common Stock Certificate of the Registrant
+Added: S-1 333-204428 4.1 May 22, 2015
Amended and Restated Registration Rights Agreement by and among the Registrant and certain of its stockholders, dated July 11, 2012
+Added: S-1 333-204428 4.2 May 22, 2015
Description of Securities Registered Pursuant To Section 12 of the Securities Exchange Act of 1934, As Amended
Deed of Office Lease Agreement between Registrant and Marshall Property LLC, dated August 8, 2014
+Added: S-1 333-204428 10.2 May 22, 2015
First Amendment to Deed of Office Lease Agreement by and between Alarm.com Incorporated and Marshall Property LLC, dated May 29, 2015
−Removed: August 15, 2016
+Added: 10-Q 001-37461 10.1 August 15, 2016
Second Amendment to Deed of Office Lease Agreement by and between Alarm.com Incorporated and Marshall Property LLC, dated October 19, 2015
−Removed: August 15, 2016
+Added: 10-Q 001-37461 10.2 August 15, 2016
Third Amendment to Deed of Office Lease Agreement by and between Alarm.com Incorporated and Marshall Property LLC, dated May 6, 2016
−Removed: August 15, 2016
+Added: 10-Q 001-37461 10.3 August 15, 2016
Fourth Amendment to Deed of Office Lease Agreement by and between Alarm.com Incorporated and Marshall Property LLC, dated September 15, 2016
−Removed: November 14, 2016
+Added: 10-Q 001-37461 10.3 November 14, 2016
Fifth Amendment to Deed of Office Lease Agreement by and between Alarm.com Incorporated and Marshall Property LLC, dated January 31, 2017
−Removed: March 16, 2017
+Added: 10-K 001-37461 10.7 March 16, 2017
Sixth Amendment to Deed of Office Lease Agreement by and between Alarm.com Incorporated and TMG TMC 3, L.L.C., dated October 10, 2018
−Removed: March 1, 2019
+Added: 10-K 001-37461 10.8 March 1, 2019
Seventh Amendment to Deed of Office Lease Agreement by and between Alarm.com Incorporated and TMG TMC 3,
L.L.C., dated May 16, 2019
−Removed: August 9, 2019
+Added: 10-Q 001-37461 10.1 August 9, 2019
Eighth Amendment to Deed of Office Lease Agreement by and between Alarm.com Incorporated and TMG TMC 3, L.L.C.,
dated July 17, 2019
−Removed: August 9, 2019
+Added: 10-Q 001-37461 10.2 August 9, 2019
+Added: Incorporated by Reference
+Added: Exhibit Description Schedule / Form File Number Exhibit File Date
+Added: Ninth Amendment to Deed of Office Lease Agreement by and between Alarm.com Incorporated and TMG TMC 3, L.L.C., dated March 1 2 , 20 20
+Added: 10-Q 001-37461 10.1 May 7, 2020
+Added: Tenth Amendment to Deed of Office Lease Agreement by and between Alarm.com Incorporated and TMG TMC 3, L.L.C., dated December 17 , 2020
Amended and Restated 2009 Stock Incentive Plan, Form of Non-Qualified Stock Option Agreement and Form of Early Exercise Notice and Restricted Stock Purchase Agreement thereunder
+Added: S-1 333-204428 10.3 May 22, 2015
2015 Equity Incentive Plan
−Removed: August 14, 2015
+Added: 10-Q 001-37461 10.1 August 14, 2015
Form of Option Grant Package under 2015 Equity Incentive Plan
−Removed: February 28, 2018
+Added: 10-K 001-37461 10.10 February 28, 2018
Form of RSU Notice and Agreement under 2015 Equity Incentive Plan
−Removed: March 1, 2019
+Added: 10-K 001-37461 10.12 March 1, 2019
Form of Early Exercise Restricted Stock Purchase Agreement
−Removed: February 29, 2016
+Added: 10-K 001-37461 10.7 February 29, 2016
2015 Employee Stock Purchase Plan
−Removed: August 14, 2015
+Added: 10-Q 001-37461 10.2 August 14, 2015
Alarm.com Holdings, Inc.
Executive Bonus Plan
+Added: 10-Q 001-37461 10.1 May 9, 2019
Form of Indemnity Agreement by and between Registrant and each of its directors and executive officers
−Removed: June 11, 2015
+Added: S-1/A 333-204428 10.9 June 11, 2015
Offer Letter by and between the Registrant and Steve Valenzuela dated October 12, 2016
−Removed: November 14, 2016
+Added: 8-K 001-37461 10.1 November 14, 2016
Reformed Master Services Agreement by and between Alarm.com Incorporated and ADT LLC, effective as of August 19, 2016
−Removed: November 14, 2016
+Added: 10-Q 001-37461 10.2 November 14, 2016
Senior Secured Credit Facilities Credit Agreement by and among the Registrant, Alarm.com Incorporated, Silicon Valley Bank, Bank of America, N.A.
and the several lenders from time to time parties thereto, dated October 6, 2017
−Removed: November 9, 2017
+Added: 10-Q 001-37461 10.2 November 9, 2017
First Amendment to the Senior Secured Credit Facilities Credit Agreement by and among the Registrant, Alarm.com Incorporated, Silicon Valley Bank, Bank of America, N.A.
and the several lenders from time to time parties thereto, dated November 30, 2018
−Removed: March 1, 2019
+Added: 10-K 001-37461 10.25 March 1, 2019
Class Action Settlement Agreement by and between Alarm.com Holdings, Inc., Alarm.com Incorporated, Abante Rooter and Plumbing, Inc., Mark Hankins and Philip J.
Charvat, individually and on behalf of all others similarly situated
−Removed: March 1, 2019
+Added: 10-K 001-37461 10.27 March 1, 2019
First Amendment to Reformed Master Services Agreement by and between Alarm.com Incorporated and ADT LLC, effective as of December 9, 2019
+Added: 10-K 001-37461 10.23 February 26, 2020
Indemnity Agreement by and between Alarm.com Holdings, Inc.
and Simone Wu
+Added: 10-K 001-37461 10.24 February 26, 2020
+Added: Second Amendment to Reformed Master Services Agreement by and between Alarm.com Incorporated and ADT LLC, effective as of November 4, 2020
Subsidiaries of the Registrant
4 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Incorporated by Reference
+Added: Exhibit Description Schedule / Form File Number Exhibit File Date
+Added: 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
+Added: 101.SCH* Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File - the cover page interactive data is embedded within the Inline XBRL document or included within the Exhibit 101 attachments
9 unchanged sentences
Alarm.com Holdings, Inc.
−Removed: February 25, 2020
+Added: February 25, 2021 By:
/s/ Stephen Trundle
3 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: /s/ Stephen Trundle
−Removed: President, Chief Executive Officer and Director
−Removed: February 25, 2020
−Removed: Stephen Trundle
−Removed: (Principal Executive Officer)
−Removed: /s/ Steve Valenzuela
−Removed: Chief Financial Officer
−Removed: February 25, 2020
−Removed: Steve Valenzuela
−Removed: (Principal Financial Officer and Principal Accounting Officer)
−Removed: /s/ Timothy McAdam
−Removed: Chairman of the Board of Directors
−Removed: February 25, 2020
+Added: Signature Title Date
+Added: /s/ Stephen Trundle President, Chief Executive Officer and Director February 25, 2021
+Added: Stephen Trundle (Principal Executive Officer)
+Added: /s/ Steve Valenzuela Chief Financial Officer February 25, 2021
+Added: Steve Valenzuela (Principal Financial Officer and Principal Accounting Officer)
+Added: /s/ Timothy McAdam Chairman of the Board of Directors February 25, 2021
Timothy McAdam
−Removed: /s/ Donald Clarke
−Removed: February 25, 2020
+Added: /s/ Donald Clarke Director February 25, 2021
Donald Clarke
+Added: Rear Admiral (Ret.) Stephen Evans
/s/ Darius G.
−Removed: February 25, 2020
−Removed: /s/ Hugh Panero
−Removed: February 25, 2020
−Removed: /s/ Mayo Shattuck
−Removed: February 25, 2020
+Added: Nevin Director February 25, 2021
+Added: /s/ Hugh Panero Director February 25, 2021
+Added: /s/ Mayo Shattuck Director February 25, 2021
Mayo Shattuck
+Added: /s/ Simone Wu Director February 25, 2021
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.