What changed in this filing

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Item 9A. Controls and Procedures

2023-03-07 compared with 2022-03-02 · 54 added, 40 removed, 158 unchanged (37% of the section changed)

7 unchanged sentences

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2021.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), were effective as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and (ii) accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31, 2022, our disclosure controls and procedures are, in design and operation, effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

2 unchanged sentences

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2022 based on those criteria.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm due to the Company's EGC status and is exempted from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our EGC status and is exempted from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

We have not experienced any significant impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic.

The design of our processes and

controls allow for remote execution with accessibility to secure data.

We are continually monitoring and assessing the COVID-19 situation to minimize the impact, if any, on the design and operating effectiveness on our internal controls.

There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Disclosure Controls and Procedures

6 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this item and not set forth below will be set forth in our definitive proxy statement for our 2022 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021, and is incorporated herein by reference.

The information required by this item and not set forth below is incorporated by reference to our definitive proxy statement for our 2023 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022, under the sections headed “Election of Directors,” “Continuing Directors,” “Information Regarding the Board of Directors and Corporate Governance,” and “Information About Our Executive Officers.”.

We have adopted a Code of Ethics that applies to our Chief Executive Officer and senior financial officers, including our Chief Financial Officer, as required by the SEC.

The current version of our Code of Ethics can be found on our Internet site at http://www.arlo.com.

Additional information required by this Item regarding our Code of Ethics is incorporated by reference to the information contained in the section captioned “Corporate Governance Policies and Practices” in our Proxy Statement.

Additional information required by this Item regarding our Code of Ethics is incorporated by reference to the information contained in the section captioned “Code of Business Conduct and Ethics” in our Proxy Statement.

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 our Code of Ethics by posting such information on our website at http://www.arlo.com within four business days following the date of such amendment or waiver.

Executive Compensation

The information required by this item will be set forth in the Proxy Statement and is incorporated herein.

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022, under the sections headed “Compensation and Human Capital Committee” and “Executive Compensation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item will be set forth in the Proxy Statement and is incorporated herein.

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022, under the section headed “Security Ownership of Certain Beneficial Owners and Management.”

Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be set forth in the Proxy Statement and is incorporated herein.

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022, under the sections headed “Certain Relationships and Related Transactions” and “Information Regarding the Board of Directors and Corporate Governance.”

Principal Accountant Fees and Services

The information required by this item will be set forth in the Proxy Statement and is incorporated herein.

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022, under the section headed “Ratification of Appointment of Independent Registered Public Accounting Firm.”

Exhibit and Financial Statement Schedules

(a) The following documents are filed as part of this report:

(1) Financial Statements.

(1) Consolidated Financial Statements.

The following consolidated financial statements of Arlo Technologies, Inc.

are filed as part of this Annual Report on Form 10-K in Item 8, Financial Statements and Supplementary Data .

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm ( PricewaterhouseCoopers LLP ;

San Jose, California ;

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the three years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income for the three years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Loss for the three years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2022, 2021 and 2020

53 unchanged sentences

8-K 8/7/2018 10.11

2018 Equity Incentive Plan, as amended

8-K 8/3/2021 10.1

2018 Employee Stock Purchase Plan

10-K 2/22/2019 10.14

Performance-Based Option Grant Agreement

8-K 8/7/2018 10.14

Indemnification Agreement for directors and executive officers

S-1/A 7/23/2018 10.16

Non-Employee Director Restricted Stock Unit Grant Agreement

10-Q 8/27/2018 10.17

Cooperation Agreement, dated April 30, 2019, by and among Arlo Technologies, Inc.

1 unchanged sentence

8-K 5/1/2019 10.1

Form of Service and Stock Market Performance-Based Restricted Stock Unit Agreement for Executive Officers

10-Q 11/8/2019 10.1

Form of Service and Revenue Performance-Based Restricted Stock Unit Agreement for Executive Officers

10-Q 11/8/2019 10.2

Form of Service-Based Restricted Stock Unit Agreement for Executive Officers

10-Q 11/8/2019 10.3

Asset Purchase Agreement, by and between Arlo Technologies, Inc.

5 unchanged sentences

dated as of November 4, 2019, as amended on June 23, 2020, November 1, 2021, and December 1, 2021

10-K 3/2/2022 10.23

Confirmatory Employment Letter with Gordon Mattingly

2 unchanged sentences

10-Q 8/6/2020 10.3

Form of Service and Cash Balance Performance-Based Restricted Stock Unit Agreement for Executive Officers

10-Q 8/6/2020 10.4

Non-Employee Director Compensation Policy

10-K 2/26/2021 10.30

Form of Service and Cash Balance Performance-Based Restricted Stock Unit Agreement for Executive Officers Granted in 2021

10-Q 5/6/2021 10.1

Sublease, by and between Arlo Technologies, Inc.

6 unchanged sentences

dated as of October 27, 2021

10-K 3/2/2022 10.31

Form of Service and Cash Balance Performance-Based Restricted Stock Unit Agreement for Executive Officers

10-Q 5/11/2022 10.1

Form of Service and Stock Market Performance-Based Restricted Stock Unit Agreement for Executive Officers

10-Q 5/11/2022 10.2

Performance Stock Unit Award under 2018 Equity Incentive Plan

10-Q 5/11/2022 10.3

Form of Notice of Stock Option Grant (Change in Control)

10-Q 11/9/2022 10.1

Form of Notice of Stock Option Grant (Global)

10-Q 11/9/2022 10.2

Form of Notice of Grant of Restricted Stock Units (Standard)

10-Q 11/9/2022 10.3

Form of Notice of Grant of NEO Service and Performance-Based Stock Option (IPO Grant)

10-Q 11/9/2022 10.4

Form of Notice of Grant of Restricted Stock Units (Non-Employee Director)

10-Q 11/9/2022 10.5

Form of Notice of Grant of Service and Performance-Based Restricted Stock Units (Cash Balance)

10-Q 11/9/2022 10.6

Form of Notice of Grant of Service and Performance-Based Restricted Stock Units (TSR)

10-Q 11/9/2022 10.7

Employment Offer Letter with Kurt Binder, dated August 23, 2022

8-K 8/26/2022 10.1

Arlo Technologies, Inc.

2018 Equity Incentive Plan, as amended

8-K 8/26/2022 10.2

Form of Retention Agreement

10-Q 11/9/2022 10.10

Form of Notice of Grant of Performance-Based Restricted Stock Units (Retention Agreement)

10-Q 11/9/2022 10.11

Form of Notice of Grant of Restricted Stock Units (Inducement Award)

10-Q 11/9/2022 10.12

Form of Notice of Grant of Performance-Based Restricted Stock Units (Inducement Award)

10-Q 11/9/2022 10.13

List of subsidiaries and affiliates

21 unchanged sentences

(Principal Executive Officer)

/s/ GORDON MATTINGLY

Gordon Mattingly

/s/ KURTIS BINDER

Kurtis Binder

Chief Financial Officer

2 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew McRae and Gordon Mattingly, and each of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew McRae and Kurtis Binder, and each of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

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:

2 unchanged sentences

Matthew McRae (Principal Executive Officer)

/s/ GORDON MATTINGLY Chief Financial Officer March 2, 2022

Gordon Mattingly (Principal Financial and Accounting Officer)

/s/ KURTIS BINDER Chief Financial Officer March 7, 2023

Kurtis Binder (Principal Financial and Accounting Officer)

/s/ PRASHANT AGGARWAL Director March 7, 2023

10 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.

What changed 10-K

Item 9A. Controls and Procedures