14 unchanged sentences
ITEM 9B – OTHER INFORMATION
+Added: During the three months ended December 31, 2023, none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: The Board of Directors and Stockholders
+Added: To the Stockholders and the Board of Directors of A.
Smith Corporation
4 unchanged sentences
Smith Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: 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.
−Removed: Smith Corporation as of December 31, 2022 and 2021, and the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the index at Item 15(a) and our report dated February 14, 2023 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 13, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
21 unchanged sentences
We have a separately designated Audit Committee on which Idelle K.
−Removed: Wolf, Earl E.
−Removed: Exum, Michael M.
−Removed: Larsen and Gene C.
−Removed: Wulf serve, with Ms.
+Added: Wolf, Michael M.
+Added: Larsen and Christopher L.
+Added: Mapes serve, with Ms.
Wolf, as Chairperson.
1 unchanged sentence
the Board of Directors of the Company has concluded that Mr.
−Removed: Wulf are “audit committee financial experts” in accordance with SEC rules.
+Added: Larsen and Ms.
+Added: Wolf are “audit committee financial experts” in accordance with SEC rules.
We have adopted a Financial Code of Ethics applicable to our principal executive officer, principal financial officer and principal accounting officer.
61 unchanged sentences
Exhibits - see the Index to Exhibits on pages 64-65 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(o) 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(p) 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.
15 unchanged sentences
Smith International Holdings B.V., and the financial institutions and agents party thereto, incorporated by reference to Exhibit 4(c) in the annual report on Form 10-K for the fiscal year ended December 31, 2016.
−Removed: (d) The corporation has instruments that define the rights of holders of long-term debt that are not being filed with this Registration Statement in reliance upon Item 601(b)(4)(iii) of Regulation S-K.
+Added: (d) Amendment No.
+Added: 2 dated as of April 1, 2021, to the Amended and Restated Credit Agreement, dated as of December 12, 2012, among A.
+Added: Smith Corporation, A.
+Added: O Smith Enterprises Ltd., A.
+Added: Smith International Holdings B.V., and the financial institutions and agents party thereto, incorporated by reference to Exhibit 10.1 in the quarterly report on Form 10-Q for the quarter ended March 31, 2021.
+Added: (e) Amendment No.
+Added: 3 dated as of May 1, 2023, to the Amended and Restated Credit Agreement, dated as of December 12, 2012, among A.
+Added: Smith Corporation, A.
+Added: O Smith Enterprises Ltd., A.
+Added: Smith International Holdings B.V., and the financial institutions and agents party thereto, incorporated by reference to Exhibit 10.1 in the quarterly report on Form 10-Q for the quarter ended September 30, 2023.
+Added: (f) The corporation has instruments that define the rights of holders of long-term debt that are not being filed with this Registration Statement in reliance upon Item 601(b)(4)(iii) of Regulation S-K.
The Registrant agrees to furnish to the SEC, upon request, copies of these instruments.
10 unchanged sentences
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).
−Removed: Smith Corporation Executive I ncentive Compensation Award Agreement (Acceptance Certificat es and Terms and Conditions) (for grants after February 2023).
+Added: Smith Corporation Executive Incentive Compensation Award Agreement (Acceptance Certificates and Terms and Conditions) incorporated by reference to exhibit 10(k) of the annual report on Form 10-K for the fiscal year ended December 31, 2022 (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.
4 unchanged sentences
(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.
+Added: (p) Recoupment Policy for Incentive Compensation dated October 9, 2023 (“Clawback”).
(21) Subsidiaries.
24 unchanged sentences
Director Ronald D.
−Removed: EXUM /s/ Earl E.
−Removed: Director Earl E.
HOLT /s/ Victoria M.
3 unchanged sentences
Director Michael M.
+Added: CHRISTOPHER L.
+Added: MAPES /s/ Christopher L.
+Added: Director Christopher L.
RAJENDRA /s/ Ajita G.
4 unchanged sentences
Director Idelle K.
−Removed: WULF /s/ Gene C.
−Removed: Director Gene C.
SMITH CORPORATION
13 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.