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.
+Added: 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 Pureit.
+Added: The acquisition constituted 3.8 percent and 6.5 percent of total assets and net assets, respectively, as of December 31, 2024 and less than 0.5 percent of net sales and net earnings for the year then ended.
Based on this evaluation, our management has concluded that, as of December 31, 2024, our internal control over financial reporting was effective.
15 unchanged sentences
Smith Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
+Added: 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 Pureit, which is included in the 2024 consolidated financial statements of the Company and constituted 3.8 percent and 6.5 percent of total assets and net assets, respectively, as of December 31, 2024 and less than 0.5 percent of net sales and net earnings for the year then ended.
+Added: 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 Pureit.
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, 2024 and 2023, 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, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 11, 2025 expressed an unqualified opinion thereon.
21 unchanged sentences
The information required regarding Executive Officers of the Company is included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Company.”
−Removed: We have a separately designated Audit Committee on which Idelle K.
−Removed: Wolf, Michael M.
−Removed: Larsen and Christopher L.
−Removed: Mapes serve, with Ms.
−Removed: Wolf, as Chairperson.
+Added: We have a separately designated Audit Committee on which Michael M.
+Added: Larsen, Todd W.
+Added: Fister, Christopher L.
+Added: Mapes, and Lois M.
+Added: Martin serve, with Mr.
+Added: Larsen, as Chairperson.
All members are independent under applicable SEC and New York Stock Exchange rules;
the Board of Directors of the Company has concluded that Mr.
−Removed: Larsen and Ms.
−Removed: Wolf are “audit committee financial experts” in accordance with SEC rules.
+Added: Fister and Ms.
+Added: Martin 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.
12 unchanged sentences
ITEM 11 – EXECUTIVE COMPENSATION
−Removed: The information included under the headings “Executive Compensation,” “Director Compensation,” “Report of the Personnel and Compensation Committee” and “Compensation Committee Interlocks and Insider Participation” in the Company’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders (to be filed with the SEC under Regulation 14A within 120 days after the end of the registrant’s fiscal year) is incorporated herein by reference.
+Added: The information included under the headings "Executive Compensation," "Director Compensation," and "Report of the Personnel and Compensation Committee" in the Company's Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders (to be filed with the SEC under Regulation 14A within 120 days after the end of the registrant’s fiscal year) is incorporated herein by reference.
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
19 unchanged sentences
Total 2,114,214 55.07 2,291,099
−Removed: (1) Consists of 1,872,553 shares subject to stock options, 345,407 shares subject to employee share units and 232,260 shares subject to director share units.
+Added: (1) Consists of 1,395,841 shares subject to stock options, 428,234 shares subject to employee share units, 215,741 shares subject to director share units and 74,398 shares subject to performance stock units.
(2) Represents the weighted average exercise price of outstanding options and does not take into account outstanding share units.
52 unchanged sentences
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.
−Removed: (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.
+Added: (f) Amendment No.
+Added: 4 dated as of August 23, 2024, to the Amended and Restated Credit Agreement dated as of December 12, 2012, among A.
+Added: Smith Corporation, A.
+Added: Smith Enterprises Ltd., A.O.
+Added: Smith International Holdings B.V.
+Added: and the financial institutions and agents party thereto, incorporated by reference to Exhibit 10.01 in the quarterly report on Form 10-Q for the quarter ended September 30, 2024.
+Added: (g) 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.
18 unchanged sentences
(p) Recoupment Policy for Incentive Compensation dated October 9, 2023 (“Clawback”).
+Added: Smith Corporation In sider Tra ding Comp liance Policy
(21) Subsidiaries.
12 unchanged sentences
February 11, 2025 By:
−Removed: Chairman, President and Chief Executive Officer
+Added: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February 11, 2025 by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
2 unchanged sentences
Director Kevin J.
−Removed: Chairman, President and Chief Executive Officer
+Added: Chairman and Chief Executive Officer
LAUBER /s/ Charles T.
4 unchanged sentences
Director Ronald D.
+Added: FISTER /s/ Todd W.
+Added: Director Todd W.
HOLT /s/ Victoria M.
6 unchanged sentences
Director Christopher L.
+Added: MARTIN /s/ Lois M.
+Added: Director Lois M.
RAJENDRA /s/ Ajita G.
2 unchanged sentences
Director Mark D.
−Removed: WOLF /s/ Idelle K.
−Removed: Director Idelle K.
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.