Atmus Filtration Technologies Inc. 10-Q

Item 5. Other Information 10b5-1 Trading Arrangements During the third quarter of 2023, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in item 408(a) of Registration S-K). 2024 Annual Meeting of Shareholders A shareholder who intends to present a proposal at the 2024 annual meeting of shareholders and who wishes the proposal to be included in our proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit the proposal in writing to the Corporate Secretary at the address of the principal executive offices of the Company: Corporate Secretary Atmus Filtration Technologies Inc. 26 Century Boulevard Nashville, TN 37214 The proposal must be received by the Company no later than Friday, November 17, 2023 and must satisfy all applicable requirements of Rule 14a-8. With respect to shareholder nominees for director election at the 2024 annual meeting and shareholder proposals for consideration at the 2024 annual meeting that are not submitted for inclusion in our proxy materials under Rule 14a-8, written notice of nominations and proposals must be provided by the shareholder proponent to the Company in accordance with our bylaws. The proponent’s notice must be delivered in writing to our Corporate Secretary not later than the close of business on the 10 th day following the date of the first public disclosure of the date of such meeting and such notice must comply with all applicable provisions of our bylaws. In addition to satisfying the requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to the Corporate Secretary at the Company’s principal executive office (see above) by the later of 60 calendar days prior to our first annual meeting or the 10th calendar day following the day on which public announcement of the date of our first annual meeting is first made. A copy of our bylaws is available on our website at https://www.atmus.com/governance-documents or may be obtained free of charge on written request to the Corporate Secretary at the address of the principal executive office of the Company (see above). The Company is interpreting the 2023 annual meeting of shareholders notice provision in its bylaws as applying to the Company’s first annual meeting as a public company. The 2024 annual meeting of shareholders will be the Company’s first annual meeting as a public company and the Company will announce the date of this meeting in its forthcoming public disclosures. 30 Table of Contents Item 6. Exhibits The following exhibits are either filed herewith or, if so indicated, incorporated by reference to the documents indicated in parentheses, which have previously been filed or furnished with the Commission. Exhibit No. Description 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 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. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded with the Inline XBRL Document). * Filed with this quarterly report on Form 10-Q are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Income for the three and nine months ended September 30, 2023 and 2022, (ii) the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022, (iii) the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022, and (v) Notes to Consolidated Financial Statements. + Denotes management contract or compensatory plan or arrangement. 31 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Atmus Filtration Technologies Inc. By: /s/ STEPHANIE DISHER By: /s/ JACK M. KIENZLER Stephanie Disher Jack M. Kienzler Chief Executive Officer Chief Financial Officer and Chief Accounting Officer (Principal Executive Officer) (Principal Financial Officer) November 3, 2023 November 3, 2023 32