7 unchanged sentences
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to Giant Factories, Inc.
−Removed: The acquisition constituted 7.1 percent and 10.9 percent of total assets and net assets, respectively, as of December 31, 2021 and 0.6 percent and 0.5 percent of net sales and net earnings, respectively.
Based on this evaluation, our management has concluded that, as of December 31, 2022, our internal control over financial reporting was effective.
14 unchanged sentences
Smith Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
−Removed: As indicated in the accompanying Management Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Giant Factories, Inc., which are included in the 2021 consolidated financial statements of the Company and constituted 7.1 percent and 10.9 percent of total assets and net assets, respectively, as of December 31, 2021 and 0.6 percent and 0.5 percent of net sales and net earnings, respectively, for the year then ended.
−Removed: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Giant Factories, Inc.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of A.
23 unchanged sentences
We have a separately designated Audit Committee on which Idelle K.
−Removed: Wolf, Michael M.
−Removed: Larsen, Mark D.
−Removed: Smith and Gene C.
+Added: Wolf, Earl E.
+Added: Exum, Michael M.
+Added: Larsen and Gene C.
Wulf serve, with Ms.
43 unchanged sentences
Smith Combined Incentive Compensation Plan.
−Removed: If any awards lapse, expire, terminate or are cancelled without issuance of shares, or shares are forfeited under any award, then such shares will become available for issuance under the A.
+Added: If any awards lapse, expire, terminate or are canceled without issuance of shares, or shares are forfeited under any award, then such shares will become available for issuance under the A.
Smith Combined Incentive Compensation Plan, hereby increasing the number of securities remaining available.
20 unchanged sentences
Exhibits - see the Index to Exhibits on pages 62-63 of this report.
−Removed: Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this report on Form 10-K are listed as Exhibits 10(a) through 10(n) in the Index to Exhibits.
+Added: Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this report on Form 10-K are listed as Exhibits 10(a) through 10(o) in the Index to Exhibits.
Pursuant to the requirements of Rule 14a-3(b)(10) of the Securities Exchange Act of 1934, as amended, we will, upon request and upon payment of a reasonable fee not to exceed the rate at which such copies are available from the SEC, furnish copies to our security holders of any exhibits listed in the Index to Exhibits.
26 unchanged sentences
Smith Corporation Executive Incentive Compensation Award Agreement (International), incorporated by reference to Exhibit 10(i) of the annual report on Form 10-K for the fiscal year ended December 31, 2020 (for grants between February 2021 and January 2022).
−Removed: Smith Corporation Executive Incentive Compensation Award Agreement (for grants after February 2022).
−Removed: Smith Corporation Executive Incentive Compensation Award Agreement (International) (for grants after February 2022).
+Added: Smith Corporation Executive Incentive Compensation Award Agreement incorporated by reference to exhibit 10(i) of the annual report on Form 10-K for the fiscal year ended December 31, 2021 (for grants between February 2022 and January 2023).
+Added: Smith Corporation Executive Incentive Compensation Award Agreement incorporated by reference to exhibit 10(j) of the annual report on Form 10-K for the fiscal year ended December 31, 2021 (International) (for grants between February 2022 and January 2023).
+Added: Smith Corporation Executive I ncentive Compensation Award Agreement (Acceptance Certificat es and Terms and Conditions) (for grants after February 2023).
Smith Corporation Senior Leadership Severance Plan, incorporated by reference to Exhibit 10.1 of the quarterly report for Form 10-Q for the quarter ended June 30, 2009.
−Removed: (l) Form of A.
+Added: (m) Form of A.
Smith Corporation Special Retention Award Agreement, incorporated by reference to Exhibit 10.1 of the quarterly report on Form 10-Q for the quarter ended March 31, 2011.
−Removed: (m) Stockholder Agreement dated as of December 9, 2008, between A.
+Added: (n) Stockholder Agreement dated as of December 9, 2008, between A.
Smith Corporation and each Smith Investment Company stockholder who becomes a signatory thereto, incorporated by reference to Exhibit 10.3 of the current report on Form 8-K dated December 9, 2008.
−Removed: (n) Summary of Directors’ Compensation incorporated by reference to Exhibit 10.1 of the quarterly report on Form 10-Q for the quarter ended June 30, 20 21 .
+Added: (o) Summary of Directors’ Compensation incorporated by reference to Exhibit 10.1 of the quarterly report on Form 10-Q for the quarter ended June 30, 2021.
(21) Subsidiaries.
24 unchanged sentences
Director Ronald D.
+Added: EXUM /s/ Earl E.
+Added: Director Earl E.
HOLT /s/ Victoria M.
5 unchanged sentences
Director Ajita G.
−Removed: SMITH /s/ Bruce M.
−Removed: Director Bruce M.
SMITH /s/ Mark D.
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.