6 unchanged sentences
Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of December 31, 2023, the end of the period covered by this report.
−Removed: We excluded U.S.
−Removed: Amines from our assessment of internal control over financial reporting as of December 31, 2022 as it was acquired by the Company in a transaction which has been accounted for as a business combination in February of 2022.
−Removed: The total assets and total revenues of U.S.
−Removed: Amines, a wholly owned subsidiary, represent approximately 4.1% and 3.0%, respectively, of the related consolidated financial statement amounts as of, and for the year ended, December 31, 2022.
Management’s Report on Internal Control over Financial Reporting
14 unchanged sentences
Other Information
+Added: Insider Trading Arrangements
+Added: On November 9, 2023 , Achilles B.
+Added: Kintiroglou , the Company’s Senior Vice President, General Counsel and Corporate Secretary , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: The plan provides for the sale of 17,518 shares and 8,130 stock options.
+Added: Kintiroglou’s plan will expire on February 28, 2025.
+Added: On December 8, 2023 , Erin N.
+Added: Kane , the Company’s President and Chief Executive Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: The plan provides for the sale of 60,000 shares.
+Added: Kane’s plan will expire on March 7, 2025.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
4 unchanged sentences
The members of the Audit Committee of our Board of Directors (the "Board") are:
−Removed: Sansone (Chair), Darrell K.
−Removed: Hughes, Sharon S.
−Removed: Spurlin and Farha Aslam.
+Added: Sansone (Chair), Farha Aslam and Sharon S.
The Board has determined that each of Mr.
−Removed: Spurlin and Ms.
−Removed: Aslam has been designated as an audit committee financial expert as defined by applicable SEC rules and that each of Mr.
Aslam and Ms.
+Added: Spurlin has been designated as an audit committee financial expert as defined by applicable SEC rules and that each of Mr.
+Added: Aslam and Ms.
Spurlin satisfies the accounting or related financial management expertise criteria established by the NYSE.
32 unchanged sentences
3.2 Amended and Restated By-laws of AdvanSix Inc.
−Removed: (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 1, 2019).
+Added: (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 20, 2023)
4.1 Description of Securities of the Registrant (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on February 21, 2020).
5 unchanged sentences
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 28, 2016).
−Removed: 10.3 Employee Matters Agreement, dated as of September 22, 2016, between Honeywell International Inc.
−Removed: and AdvanSix Inc.
−Removed: (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 28, 2016).
−Removed: 10.4 Chesterfield Site Sharing and Services Agreement, dated as of October 1, 2016, between Honeywell International Inc.
−Removed: and AdvanSix Resins & Chemicals LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2016).
−Removed: 10.5 Colonial Heights Site Sharing and Services Agreement, dated as of October 1, 2016, between Honeywell International Inc.
−Removed: and AdvanSix Resins & Chemicals LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 3, 2016).
−Removed: 10.6 Pottsville Site Sharing and Services Agreement, dated as of October 1, 2016, between Honeywell International Inc.
−Removed: and AdvanSix Resins & Chemicals LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 3, 2016).
−Removed: 10.7 Credit Agreement, dated as of September 30, 2016, among AdvanSix Inc., each lender from time to time party thereto, each swing line lender party thereto, each L/C issuer party thereto and Bank of America, N.A.
−Removed: as the administrative agent (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 3, 2016).
−Removed: 10.8 Amendment No.
−Removed: 1 to Credit Agreement, dated as of February 21, 2018, among AdvanSix Inc., the guarantors, the lenders signatory thereto and Bank of America, N.A., as the administrative agent (with annexed Amended and Restated Credit Agreement) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 23, 2018).
−Removed: 10.9 Amendment No.
−Removed: 2 to Credit Agreement, dated as of February 19, 2020, among AdvanSix Inc., the guarantors, the lenders signatory thereto and Bank of America, N.A., as the administrative agent (with annexed Amended and Restated Credit Agreement) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 21, 2020).
10.3 Offer of Employment Letter between Honeywell International Inc.
4 unchanged sentences
1 to Form 10 filed on July 25, 2016).
−Removed: 10.12 Offer of Employment Letter between Honeywell International Inc.
−Removed: Quitmeyer, dated May 25, 2016 (incorporated by reference to Exhibit 10.12 to the Company’s Amendment No.
−Removed: 1 to Form 10 filed on July 25, 2016).
−Removed: 10.13 Offer of Employment Letter between Honeywell International Inc.
−Removed: and Jonathan Bellamy, dated May 16, 2016 (incorporated by reference to Exhibit 10.10 to the Company’s Amendment No.
−Removed: 1 to Form 10 filed on July 25, 2016).
10.5 Offer of Employment Letter between AdvanSix Inc.
−Removed: and Christopher Gramm, dated as of August 19, 2016 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 3, 2016).
+Added: and Achilles B.
+Added: Kintiroglou, dated February 24, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2020) †
10.6 Offer of Employment Letter between AdvanSix Inc.
−Removed: and Willem L.
−Removed: Blindenbach, dated as of October 2, 2019.
+Added: and Kelly Slieter, dated May 25, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2020) †
+Added: 10.7 Offer of Employment Letter between AdvanSix Inc.
+Added: and Christopher Gramm, dated as of August 19, 2016 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 3, 2016).
10.8 2016 Stock Incentive Plan of AdvanSix Inc.
8 unchanged sentences
2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2017).
+Added: 10.13 Form of Restricted Stock Unit Agreement for Executive Officers under the AdvanSix Inc.
+Added: 2016 Stock Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2023).
10.14 Form of Performance Stock Unit Agreement under the AdvanSix Inc.
2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2017).
+Added: 10.15 Form of Performance Stock Unit Agreement for Executive Officers under the AdvanSix Inc.
+Added: 2016 Stock Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2023).
10.16 Form of Stock Option Award Agreement under the AdvanSix Inc.
2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2017).
+Added: 10.17 Form of Stock Option Award Agreement for Executive Officers under the AdvanSix Inc.
+Added: 2016 Stock Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2023).
10.18 AdvanSix Inc.
3 unchanged sentences
10.20 Form of Noncompete Agreement for Senior Executives (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2018).
−Removed: 10.26 Amended and Restated Caprolactam and Polymer Supply Agreement dated as of April 1, 2013, by and between Honeywell Resins & Chemicals LLC and Shaw Industries Group, Inc.
−Removed: (incorporated by reference to Exhibit 10.4 to Amendment No.
−Removed: 1 to the Registration Statement of AdvanSix Inc.
−Removed: on Form 10 dated and filed with the SEC on July 25, 2016).
−Removed: 10.27 First Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated as of July 18, 2013, by and between Honeywell Resins & Chemicals LLC and Shaw Industries Group, Inc.
−Removed: (incorporated by reference to Exhibit 10.5 to Amendment No.
−Removed: 1 to the Registration Statement of AdvanSix Inc.
−Removed: on Form 10 dated and filed with the SEC on July 25, 2016).
−Removed: 10.28 Second Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated as of November 15, 2013, by and between Honeywell Resins & Chemicals LLC and Shaw Industries Group, Inc.
−Removed: (incorporated by reference to Exhibit 10.6 to Amendment No.
−Removed: 1 to the Registration Statement of AdvanSix Inc.
−Removed: on Form 10 dated and filed with the SEC on July 25, 2016).
−Removed: 10.29 Third Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated as of December 12, 2014, by and between Honeywell Resins & Chemicals LLC and Shaw Industries Group, Inc.
−Removed: (incorporated by reference to Exhibit 10.7 to Amendment No.
−Removed: 1 to the Registration Statement of AdvanSix Inc.
−Removed: on Form 10 dated and filed with the SEC on July 25, 2016).
−Removed: 10.30 Fourth Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated as of January 13, 2016, by and between Honeywell Resins & Chemicals LLC and Shaw Industries Group, Inc.
−Removed: (incorporated by reference to Exhibit 10.8 to Amendment No.
−Removed: 1 to the Registration Statement of AdvanSix Inc.
−Removed: on Form 10 dated and filed with the SEC on July 25, 2016).
−Removed: 10.31 Fifth Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated
−Removed: as of March 1, 2017, by and between AdvanSix Resins & Chemicals LLC and Shaw Industries Group,
−Removed: (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K dated
−Removed: and filed with the SEC on March 6, 2017).
−Removed: 10.32 Sixth Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated as of March 1, 2017, by and between AdvanSix Resins & Chemicals LLC and Shaw Industries Group, Inc.
−Removed: (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K dated and filed with the SEC on March 6, 2017).
−Removed: 10.33 Seventh Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated as of February 22, 2018, by and between AdvanSix Resins & Chemicals LLC and Shaw Industries Group, Inc.
−Removed: (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2018) *
−Removed: 10.34 Eighth Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated as of February 22, 2018, by and between AdvanSix Resins & Chemicals LLC and Shaw Industries Group, Inc.
−Removed: (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2018) *
10.21 Amended and Restated Caprolactam and Polymer Supply Agreement dated as of Jan 1, 2019, by and between AdvanSix Resins Chemicals LLC and Shaw Industries Group, Inc.
3 unchanged sentences
2 to Amended and Restated Caprolactam and Polymer Supply Agreement, dated as of October 1, 2021 and January 1, 2023, respectively, by and between AdvanSix Resins Chemicals LLC and Shaw Industries Group, Inc .
−Removed: 10.37 Offer of Employment Letter between AdvanSix Inc.
−Removed: and Achilles B.
−Removed: Kintiroglou, dated February 24, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2020) †
−Removed: 10.38 Employment Separation Agreement and Release between AdvanSix Inc.
−Removed: and Jonathan Bellamy, dated March 12, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2020) †
−Removed: 10.39 Offer of Employment Letter between AdvanSix Inc.
−Removed: and Kelly Slieter, dated May 25, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2020) †
+Added: (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2023) **
10.23 Credit Agreement, dated as of October 27, 2021, among AdvanSix Inc., the lenders party thereto and Truist Bank, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 29, 2021).
−Removed: 10.41 Employment Separation Agreement and Release between A dvanSix Inc.
−Removed: and Willem L.
−Removed: Blindenbach, dated June 15, 2022 (incorporated by reference to E xhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2022) †
+Added: 10.24 First Amendment to Credit Agreement, dated as of June 27, 2023, among AdvanSix Inc., the lenders party thereto and Truist Bank, as administrative agent (with annexed Amended and Restated Credit Agreement) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 4, 2023).
21.1 List of subsidiaries of AdvanSix Inc.
10 unchanged sentences
The information contained in this Exhibit shall not be deemed filed with the SEC nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
+Added: 97.1 AdvanSix Inc.
+Added: Incentive Compensation Recovery Policy, effective as of September 20, 2023.
99.1 Information Statement of AdvanSix Inc.
2 unchanged sentences
on Form 10 dated and filed with the SEC on September 7, 2016 and effective as of September 8, 2016).
−Removed: 99.2 Pertinent pages from Honeywell International Inc.’s Proxy Statement, dated March 10, 2016, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 99.2 to the Registration Statement of AdvanSix Inc.
−Removed: on Form 10 dated and filed with the SEC on May 12, 2016).
−Removed: 99.3 Pertinent pages from the Annual Report of Honeywell International Inc.
−Removed: on Form 10-K for the fiscal year ended December 31, 2015, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 99.3 to the Registration Statement of AdvanSix Inc.
−Removed: on Form 10 dated and filed with the SEC on May 12, 2016).
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.
6 unchanged sentences
† Indicates management contract or compensatory plan.
−Removed: * Confidential treatment has been granted for certain information contained in Exhibits 10.26 through 10.35, and the omitted portions have been filed separately with the SEC.
+Added: * Confidential treatment has been granted for certain information contained in Exhibit 10.21 and the omitted portions have been filed separately with the SEC.
** Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.
12 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Michael L.
Independent Chairman of the Board
14 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.