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Item 9A. Controls and Procedures

2023-11-17 compared with 2022-11-18 · 42 added, 12 removed, 261 unchanged (17% of the section changed)

17 unchanged sentences

Based on this assessment, management concluded that, as of September 30, 2023, the Company’s internal control over financial reporting is effective based on those criteria.

Management’s assessment excluded the internal control over financial reporting at United Poly Systems, Cascade Poly Pipe & Conduit, and Northwest Polymers, all of which were acquired in fiscal 2022.

These excluded companies represent 3.7% of total assets (excluding goodwill and intangibles, net), 1.2% of net sales, and 0.5% of net income as of and for the year ended September 30, 2022.

Management’s assessment excluded the internal control over financial reporting at Elite Polymer Solutions, which was acquired in fiscal 2023.

This company represents 0.6% of total assets (excluding goodwill and intangibles, net), 0.8% of net sales, and 0.1% of net income as of and for the year ended September 30, 2023.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting for fiscal 2023.

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2023, of the Company and our report dated November 17, 2023, expressed an unqualified opinion on those financial statements.

As described in Management's Report on Internal Control over Financial Reporting, management excluded United Poly Systems, Cascade Poly Pipe & Conduit, and Northwest Polymers from its assessment the internal control over financial reporting, as these acquisitions occurred in 2022.

The combined total assets (excluding goodwill and intangible assets which were included in management’s assessment of internal control over financial reporting as of September 30, 2022), net sales, and net income of these acquisitions constitute approximately 3.7%, 1.2%, and 0.5%, respectively, of the consolidated financial statement amounts as of and for the year ended September 30, 2022.

Accordingly, our audit did not include the internal control over financial reporting at United Poly Systems, Cascade Poly Pipe & Conduit, and Northwest Polymers.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Elite Polymer Solutions, which was acquired on November 7, 2022.

The total assets (excluding goodwill and intangibles, net which were included in management's assessment of internal control over financial reporting as of September 30, 2023), net sales, and net income of these acquisitions constitute approximately 0.6%, 0.8% and 0.1%, respectively, of the consolidated financial statement amounts as of and for the year ended September 30, 2023.

Accordingly, our audit did not include the internal control over financial reporting at Elite Polymer Solutions.

Basis for Opinion

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Other Information

Insider Trader Arrangements and Policies

Item 408(a) of Regulation S-K requires the Company to disclose whether any director or officer of the issuer has adopted or terminated (i) any trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c);

and/or (ii) any written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

During the fourth fiscal quarter, the following activity occurred requiring disclosure under Item 408(a) of Regulation S-K.

Bill Waltz , President and Chief Executive Officer , initiated a new Rule 10b5-1 trading arrangement on August 23, 2023 .

This trading arrangement has a selling start date of November 22, 2023 and a plan end date of March 8, 2024.

Under the trading arrangement, 79,600 options, less any options exercised/shares sold pursuant to a preexisting 10b5-1 plan, are available to be exercised and net settled by the broker upon reaching pricing targets defined in the trading arrangement.

Bylaw Amendments

On November 13, 2023, the Board of Directors (the “Board”) of Atkore Inc.

(the “Company”) adopted the Fourth Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective on such date.

The changes to the Bylaws include the following:

• Article I, Section 1.04 (Meetings of Stockholders—Notice of Meetings; Waiver of Notice).

Revised to reflect amended Section 222(a) of the General Corporation Law of the State of Delaware (the “DGCL”), which sets out requirements for the notice of a stockholder meeting.

• Article I, Section 1.06 (Meetings of Stockholders—Voting Lists).

Revised to reflect amended Section 219(a) of the DGCL, which no longer requires the stockholder list to be made available for inspection during the stockholder meeting.

• Article I, Section 1.09 (Meetings of Stockholders—Adjournment).

Revised to reflect amended Section 222(c) of the DGCL, which expands the circumstances under which an adjourned meeting can be reconvened without requiring a new notice of meeting.

• Article I, Section 1.12 (Meetings of Stockholders—Notice of Stockholder Proposals and Nominations).

Updated to (1) clarify the time periods during which a stockholder may make additional or substitute nominations or proposals, (2) expand the scope of disclosures required by a stockholder seeking to nominate persons to be elected to the Board or submit proposals regarding other business at a meeting of stockholders to include information regarding the stockholder, the beneficial owner, if any, on whose behalf the nomination or proposal is made, or any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, and any director nominee, as applicable, (3) establish the number of persons a stockholder may nominate for election to the Board and require a representation that such nominees intend to serve a full term on the Board, (4) require proposed director nominees to complete and submit a questionnaire requested by the Company, (5) enhance and clarify the procedural mechanics in connection with stockholder nominations and proposals, (6) address compliance by stockholders with Rule 14a-19 promulgated under the Securities Exchange Act of 1934, commonly referred to as the “universal proxy rule” and (7) reflect that any stockholder not acting on behalf of the Board by soliciting proxies from other stockholders must use a proxy card color other than white, which is reserved for the exclusive use by the Board.

• Article II, Section 2.06 (Meetings of Stockholders—Notice of Meetings;

Waiver of Notice).

Revised to clarify that notice of a meeting of the Board may be given by electronic transmission.

• Article V, Section 5.01 (Capital Stock—Certificates of Stock;

Uncertificated Shares).

Revised to provide that the stock of the Company shall be uncertificated, unless otherwise provided by the Board.

In addition, certain non-substantive language and conforming changes, other technical edits and updates consistent with the DGCL were made to the Bylaws.

The foregoing summary of the changes effectuated by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.2 to this Annual Report on Form 10-K and incorporated by reference herein.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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3.1.1 Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of Atkore International Group Inc., incorporated by reference to Exhibit 3.1 to Atkore Inc.’s Current Report on Form 8-K filed February 12, 2021.

3.2 Third Amended and Restated By-Laws of Atkore International Group Inc., incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2019.

3.2* Atkore Fourth Amended and Restated Bylaws (effective November 13 2023)

4.1 Form of Common Stock Certificate of Atkore International Group Inc., incorporated by reference to Exhibit 4.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

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10.1.1 Amendment Number One to Credit Agreement, dated as of May 26, 2021, among Atkore International Inc., the subsidiaries of Atkore International Inc., the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent thereunder, incorporated by reference to Exhibit 10.2 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021.

10.1.2 Amendment Number Two to Credit Agreement, dated as of March 24, 2023, among Atkore International Inc., the subsidiaries of Atkore International Inc., the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent.

10.2 Second Amended and Restated Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Atkore Inc., Atkore International Holdings Inc., Atkore International, Inc.

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10.4 Term Loan Credit Agreement, dated as of May 26, 2021, by and among Atkore Inc., as parent, Atkore International Inc., as borrower, the several lenders party thereto and JPMorgan Chase Bank, N.A, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021.

10.4.1 Amendment Number One to Term Loan Credit Agreement, dated as of March 15, 2023, by and among Atkore Inc., as parent, Atkore International Inc., as borrower, the several lenders party thereto and JPMorgan Chase Bank, N.A, as administrative agent and collateral agent.

10.5 Intercreditor Agreement, dated as of May 26, 2021, by and between Wells Fargo Bank, National Association, in its capacity as collateral agent for the ABL secured parties and JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Term Loan secured parties, together with additional parties from time to time party thereto.

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November 17, 2023 By:

/s/ William VanArsdale

William VanArsdale

Joanne Edwards

November 17, 2023 By:

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Treasury stock, held at cost, 0 and 260,900 shares, respectively

( 2,580 ) ( 2,580 )

Additional paid-in capital 506,783 500,117

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(the “Company,” “Parent” or “Atkore”) was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group Inc.

The Company is the stockholder of Atkore International Holdings Inc.

(“AIH”), which is the sole stockholder of Atkore International Inc.

The Company was the stockholder of Atkore International Holdings Inc.

(“AIH”), which was the sole stockholder of Atkore International Inc.

On December 31, 2022, AIH merged into AII, with AII being the surviving entity.

Accordingly, Atkore is now the sole stakeholder of AII.

Prior to the transactions described below, all of the capital stock of AII was owned by Tyco International Ltd.

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The distributions received in fiscal 2023, 2022 and 2021 were used to repurchase shares of the Company's common stock.

These dividends were permissible under an exception to the net asset restrictions of the agreements governing AII's borrowings, which allow for dividend payments from AII to AIH or the Parent for the purpose of repurchasing shares of Parent's common stock.

These dividends were permissible under an exception to the net asset restrictions of the agreements governing AII's borrowings, which allow for dividend payments from AII to the Parent for the purpose of repurchasing shares of Parent's common stock.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

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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