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OTHER INFORMATION
+Added: Securities Trading Plans of Directors and Officers
+Added: During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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The information regarding directors is contained under the captions “Proposal 1:
−Removed: Election of Directors” and “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference to the Company’s 2023 definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.
+Added: Election of Directors” and “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference to the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.
The Company has adopted a Code of Business Conduct and Ethics that applies to the Chief Executive Officer and Chief Financial Officer as well as other directors, officers and employees of the Company.
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The Code of Business Conduct and Ethics is also available on the Investors section of the Company’s website at www.astronics.com.
−Removed: The other information required by Item 10 is incorporated herein by reference from the Company’s 2023 definitive Proxy Statement to be filed within 120 days of the end of our fiscal year.
+Added: The other information required by Item 10 is incorporated herein by reference from the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.
EXECUTIVE COMPENSATION
−Removed: The information contained under the caption “Executive Compensation”, “Summary Compensation Table” and “Compensation Committee Interlocks and Insider Participation” in the Company’s 2023 definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.
+Added: The information contained under the caption “Executive Compensation”, “Summary Compensation Table” and “Compensation Committee Interlocks and Insider Participation” in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year to which this report relates is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information contained under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Company’s 2023 definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.
+Added: The information contained under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year to which this report relates is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information contained under the captions “Certain Relationships and Related Party Transactions and Director Independence” and “Proposal 1:
−Removed: Election of Directors” in the Company’s 2023 definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.
+Added: Election of Directors” in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year to which this report relates is incorporated herein by reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information contained under the caption “Audit and Non-Audit Fees” in the Company’s definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.
+Added: The information contained under the caption “Audit and Non-Audit Fees” in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year to which this report relates is incorporated herein by reference.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021
−Removed: Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021
Consolidated Balance Sheets as of December 31, 2023 and 2022
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All other consolidated financial statement schedules are omitted because they are inapplicable, not required, or the information is included elsewhere in the Consolidated Financial Statements or the notes thereto.
+Added: Equity Distribution Agreement, incorporated by reference to Exhibit 1.1 on the registrant’s Current Report on Form 8-K filed on August 8, 2023 (File No.
Restated Certificate of Incorporation, incorporated by reference to the registrant’s 2013 Annual Report on Form 10-K, Exhibit 3(a), filed March 7, 2014 (File No.
By-Laws, as amended
−Removed: Certificate of Amendment of the Certificate of Incorporation of Astronics Corporation, incorporated by reference to the registrant’s Form 8-K, Exhibit 3.1, filed July 1, 2016 (File No.
−Removed: Description of Registrant’s Securities, filed herewith.
+Added: Certificate of Amendment of the Certificate of Incorporation of Astronics Corporation, incorporated by reference to the registrant’s Current Report on Form 8-K, Exhibit 3.1, filed May 24, 2023 (File No.
+Added: Description of Registrant’s Securities, incorporated by reference to the registrant’s 2022 Annual Report on Form 10-K, Exhibit 4(a), filed March 10, 2023 (File No.
Restated Thrift and Profit Sharing Retirement Plan, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.1, filed March 3, 2011 (File No.
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Supplemental Retirement Plan II, incorporated by reference to the registrant’s 2012 Annual Report on Form 10-K, Exhibit 10.18, filed February 22, 2013 (File No.
−Removed: Fifth Amended and Restated Credit Agreement entered into by and among Astronics Corporation, HSBC Bank USA, National Association, HSBC Securities (USA) Inc.
−Removed: and Merrill Lynch, Pierce, Fenner & Smith Inc., and Suntrust Bank, incorporated by reference to Exhibit 10.1 on Form 8-K filed on February 21, 2018 (File No.
−Removed: Amended and Restated Asset Purchase Agreement dated as of February 13, 2019 by and Among Astronics Test Systems, Inc., Astronics Corporation and Advantest Test Solutions, Inc., incorporated by reference to Exhibit 21.1 on Form 8-K filed on February 19, 2019 (File No.
−Removed: Amendment No.
−Removed: 1 to the Fifth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on Form 8-K filed on May 4, 2020 (File No.
Astronics Corporation Amended and Restated 2017 Long Term Incentive Plan, (incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, as filed with the SEC on April 13, 2021).
−Removed: Form of Stock Option Agreement (Named Executive Officers) under Amended and Restated 2017 Long Term Incentive Plan, filed herewith.
−Removed: Form of Performance Based Vesting RSU Agreement (Named Executive Officers) under Amended and Restated 2017 Long Term Incentive Plan, filed herewith.
−Removed: Form of Time-Based Vesting RSU Agreement (Directors) under Amended and Restated 2017 Long Term Incentive Plan, filed herewith.
−Removed: Form of Time-Based Vesting RSU Agreement (Key Employees) under Amended and Restated 2017 Long Term Incentive Plan, filed herewith.
−Removed: Amendment No.
−Removed: 2 to the Fifth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on Form 8-K filed on March 2, 2022 (File No.
−Removed: Amendment No.
−Removed: 3 to the Fifth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on Form 8-K filed on August 10, 2022 (File No.
−Removed: Amendment No.
−Removed: 4 to the Fifth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on Form 8-K filed on October 24, 2022 (File No.
−Removed: Amendment No.
−Removed: 5 to the Fifth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on Form 8-K filed on November 15, 2022 (File No.
−Removed: Sixth Amended and Restated Credit Agreement entered into by and among Astronics Corporation, HSBC Bank USA, National Association, Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.1 on Form 8-K on January 19, 2023 (File No.
−Removed: Credit Agreement dated as of January 19, 2023 by and among Astronics Corporation, Great Rock Capital Partners Management, LLC, incorporated by reference to Exhibit 10.2 on Form 8-K on January 19, 2023 (File No.
+Added: Form of Stock Option Agreement (Named Executive Officers) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to the registrant’s 2022 Annual Report on Form 10-K, Exhibit 10.18, filed March 10, 2023 (File No.
+Added: Form of Performance Based Vesting RSU Agreement (Named Executive Officers) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to the registrant’s 2022 Annual Report on Form 10-K, Exhibit 10.19, filed March 10, 2023 (File No.
+Added: Form of Time-Based Vesting RSU Agreement (Directors) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to the registrant’s 2022 Annual Report on Form 10-K, Exhibit 10.20, filed March 10, 2023 (File No.
+Added: Form of Time-Based Vesting RSU Agreement (Key Employees) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to the registrant’s 2022 Annual Report on Form 10-K, Exhibit 10.21, filed March 10, 2023 (File No.
+Added: Sixth Amended and Restated Credit Agreement entered into by and among Astronics Corporation, HSBC Bank USA, National Association, Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.1 on the registrant’s Current Report on Form 8-K on January 19, 2023 (File No.
+Added: Credit Agreement dated as of January 19, 2023 by and among Astronics Corporation, Great Rock Capital Partners Management, LLC, incorporated by reference to Exhibit 10.2 on the registrant’s Current Report on Form 8-K on January 19, 2023 (File No.
+Added: First Amendment to Sixth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on the registrant’s Current Report on Form 8-K filed on June 28, 2023 (File No.
+Added: Second Amendment to Sixth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on the registrant’s Current Report on Form 8-K filed on November 1, 2023 (File No.
+Added: First Amendment to the Credit Agreement by and among Astronics Corporation, Great Rock Capital Partners Management, LLC.
Subsidiaries of the Registrant.
−Removed: filed herewith.
Consent of Independent Registered Public Accounting Firm;
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filed herewith.
−Removed: Certification pursuant to 18 U.S.C.
+Added: Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002;
filed herewith.
+Added: Compensation Clawback Policy, dated December 1, 2023;
+Added: filed herewith.
101.INS** XBRL Instance Document
49 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.