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Item 9A. Controls and Procedures

2024-11-21 compared with 2023-11-17 · 19 added, 40 removed, 263 unchanged (18% of the section changed)

2 unchanged sentences

Our President and CEO, William E.

Waltz, and our Vice President and CFO, David P.

Johnson, have evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K as required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act.

Waltz and Johnson have concluded that both the design and operation of our disclosure controls and procedures were effective as of September 30, 2023.

Waltz, and our Vice President and CFO, John M.

Deitzer, have evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K as required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act.

Waltz and Deitzer have concluded that both the design and operation of our disclosure controls and procedures were effective as of September 30, 2024.

Changes in Internal Control over Financial Reporting

6 unchanged sentences

The Company’s management assessed, under the supervision and with the participation of our President and CEO, William E.

Waltz, and our Vice President and CFO, David P.

Johnson, the effectiveness of the Company’s internal control over financial reporting as of September 30, 2023.

Waltz, and our Vice President and CFO, John M.

Deitzer, the effectiveness of the Company’s internal control over financial reporting as of September 30, 2024.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based on this assessment, management concluded that, as of September 30, 2024, 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 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 2024.

6 unchanged sentences

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, 2024, of the Company and our report dated November 20, 2024, expressed an unqualified opinion on those financial statements.

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

11 unchanged sentences

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

7 unchanged sentences

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.

During the fourth fiscal quarter, no activity occurred requiring disclosure under Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

84 unchanged sentences

10.22.3† Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan.

19.1* Atkore International Group Inc.

Policy on Trading in Securities

19.2* Atkore International Group Inc.

Policy on Trading in Securities for Section 16 and Designated Insiders

21.1* List of Subsidiaries of Atkore Inc.

9 unchanged sentences

pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97* Atkore International Group Inc.

Clawback Policy

101.INS* XBRL Instance Document (formatted as inline XBRL)

10 unchanged sentences

November 20, 2024 By:

Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Vice President and Chief Financial Officer (Principal Financial Officer)

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.

6 unchanged sentences

November 20, 2024 By:

Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Vice President and Chief Financial Officer (Principal Financial Officer)

November 20, 2024 By:

Vice President and Chief Accounting Officer (Principal Accounting Officer)

November 20, 2024 By:

/s/ Wilbert W.

14 unchanged sentences

Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 34,859,033 and 37,317,893 shares issued and outstanding, respectively

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

Additional paid-in capital 509,254 506,783

25 unchanged sentences

Issuance of common stock, net of taxes withheld ( 17,824 ) ( 14,428 ) ( 24,045 )

Dividends paid to shareholders ( 34,461 ) — —

Repurchase of common shares ( 381,040 ) ( 491,033 ) ( 500,161 )

42 unchanged sentences

The Company received distributions of $ 433,325 , $ 491,033 , and $ 500,161 from its subsidiaries for the years ended September 30, 2024, September 30, 2023 and September 30, 2022, respectively.

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

The distributions received in fiscal 2024, 2023 and 2022 were used to repurchase shares of the Company's common stock and pay dividends to stockholders.

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.

12 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