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Item 9A. Controls and Procedures

2025-03-05 compared with 2024-03-05 · 61 added, 55 removed, 84 unchanged (58% of the section changed)

4 unchanged sentences

Management’s Report on Internal Control over Financial Reporting

See the report appearing under Item 8, Financial Statements and Supplemental Data, Management’s Report on Internal Control Over Financial Reporting.

See the report appearing in Item 8, Financial Statements and Supplementary Data, under the heading “ Management’s Report on Internal Control Over Financial Reporting.

Changes in Internal Control over Financial Reporting

11 unchanged sentences

The Code of Business Conduct and Ethics is also available on the Investors section of the Company’s website at www.astronics.com.

The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers, employees and agents of the Company.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

A copy of our Insider Trading Policy is filed with this report as Exhibit 19.

The other information required by Item 10 is incorporated herein by reference from the Company’s 2025 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

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.

The information contained under the caption “Executive Compensation”, “Summary Compensation Table” and “Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference from the 2025 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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.

The information contained under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” is incorporated herein by reference from the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.

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:

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.

The information contained under the captions “Certain Relationships and Related Party Transactions” and “Proposal 1:

Election of Directors” is incorporated herein by reference from the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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.

The information contained under the caption “Audit and Non-Audit Fees” is incorporated herein by reference from the Company’s 2025 Proxy Statement, to be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

12 unchanged sentences

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.

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

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.

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.

Non-Qualified Supplemental Retirement Plan, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.5, filed March 3, 2011 (File No.

Equity Distribution Agreement, between Astronics Corporation and Wells Fargo Securities, LLC and HSBC Securities (USA) Inc., as agents, incorporated by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 8, 2023 (File No.

Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC March 7, 2014 (File No.

By-Laws, as amended, incorporated by reference to Exhibit 3(b) to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 4, 2022.

Certificate of Amendment of the Restated Certificate of Incorporation of Astronics Corporation, incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed with the SEC on July 1, 2016 (File No.

Certificate of Amendment of the Restated Certificate of Incorporation of Astronics Corporation, incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 24, 2023 (File No.

Description of Registrant’s Securities, incorporated by reference to Exhibit 4(a) to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 10, 2023 (File No.

Indenture, between Astronics Corporation and U.S.

Bank Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 3, 2024 (File No.

Form of 5.500% Convertible Senior Notes due 2030, incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the SEC on December 3, 2024 (File No.

Restated Thrift and Profit Sharing Retirement Plan, incorporated by reference to Exhibit 10.1 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 3, 2011 (File No.

Non-Qualified Supplemental Retirement Plan, incorporated by reference to Exhibit 10.5 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 3, 2011 (File No.

Employment Termination Benefits Agreement, dated December 16, 2003, between Astronics Corporation and Peter J.

Gundermann, President and Chief Executive Officer of Astronics Corporation, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.6, filed March 3, 2011 (File No.

Gundermann, President and Chief Executive Officer of Astronics Corporation, incorporated by reference to Exhibit 10.6 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 3, 2011 (File No.

Employment Termination Benefits Agreement, dated December 16, 2003, between Astronics Corporation and David C.

Burney, Vice President and Chief Financial Officer of Astronics Corporation, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.7, filed March 3, 2011 (File No.

2005 Director Stock Option Plan, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.8, filed March 3, 2011 (File No.

Supplemental Retirement Plan, Amended and Restated, March 6, 2012, incorporated by reference to the registrant’s 2012 Annual Report on Form 10-K, Exhibit 10.10, filed February 22, 2013 (File No.

Burney, Vice President and Chief Financial Officer of Astronics Corporation, incorporated by reference to Exhibit 10.7 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 3, 2011 (File No.

2005 Director Stock Option Plan, incorporated by reference to Exhibit 10.8 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 3, 2011 (File No.

Amended and Restated Supplemental Retirement Plan, incorporated by reference to Exhibit 10.10 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 22, 2013 (File No.

First Amendment of the Employment Termination Benefits Agreement, dated December 30, 2008, between Astronics Corporation and Peter J.

Gundermann, President and Chief Executive Officer of Astronics, incorporated by reference to the registrant’s 2008 Annual Report on Form 10-K, Exhibit 10.11, filed March 11, 2009 (File No.

Gundermann, President and Chief Executive Officer of Astronics, incorporated by reference to Exhibit 10.11 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 11, 2009 (File No.

First Amendment of the Employment Termination Benefits Agreement, dated December 30, 2008, between Astronics Corporation and David C.

Burney, Vice President and Chief Financial Officer of Astronics Corporation, incorporated by reference to the registrant’s 2008 Annual Report on Form 10-K, Exhibit 10.12, filed March 11, 2009 (File No.

Burney, Vice President and Chief Financial Officer of Astronics Corporation, incorporated by reference to Exhibit 10.12 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 11, 2009 (File No.

Employment Termination Benefits Agreement, dated February 18, 2005, between Astronics Corporation and Mark A.

Peabody, Executive Vice President of Astronics Advanced Electronic Systems, Inc., incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.13, filed March 3, 2011 (File No.

Peabody, Executive Vice President of Astronics Advanced Electronic Systems, Inc., incorporated by reference to Exhibit 10.13 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 3, 2011 (File No.

First Amendment of the Employment Termination Benefits Agreement, dated December 31, 2008, between Astronics Corporation and Mark A.

Form of Indemnification Agreement as executed by each of Astronics Corporation’s Directors and Executive Officers, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.15, filed March 3, 2011 (File No.

2011 Employee Stock Option Plan, incorporated by reference to the registrant’s Form S-8, Exhibit 4.1 filed on August 4, 2011 (File No.

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.

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).

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.

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.

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.

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.

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.

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.

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.

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.

First Amendment to the Credit Agreement by and among Astronics Corporation, Great Rock Capital Partners Management, LLC.

Peabody, Executive Vice President of Astronics Advanced Electronic Systems, Inc., incorporated by reference to Exhibit 10.14 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 3, 2011 (File No.

Form of Indemnification Agreement as executed by each of Astronics Corporation’s Directors and Executive Officers, incorporated by reference to Exhibit 10.15 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 3, 2011 (File No.

2011 Employee Stock Option Plan, incorporated by reference to Exhibit 4.1 to the registrant’s Form S-8 filed with the SEC on August 4, 2011 (File No.

Supplemental Retirement Plan II, incorporated by reference to Exhibit 10.18 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 22, 2013 (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 for the 2021 Annual Meeting of Shareholders, filed with the SEC on April 13, 2021.

Form of Stock Option Agreement (Named Executive Officers) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to Exhibit 10.18 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 10, 2023 (File No.

Form of Performance Based Vesting RSU Agreement (Named Executive Officers) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to Exhibit 10.19 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 10, 2023 (File No.

Form of Time-Based Vesting RSU Agreement (Directors) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to Exhibit 10.20 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 10, 2023 (File No.

Form of Time-Based Vesting RSU Agreement (Key Employees) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to Exhibit 10.21 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 10, 2023 (File No.

Seventh Amended and Restated Credit Agreement, by and among Astronics Corporation, the other borrowers and guarantors signatory thereto, HSBC Bank USA, National Association, as agent for the lenders, and the lenders signatory thereto, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 11, 2024 (File No.

Transition and Retirement Agreement dated October 11, 2024, by and between David C.

Burney and the Company, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 15, 2024 (File No.

First Amendment to Seventh Amended and Restated Credit Agreement, by and among Astronics Corporation, the other borrowers and guarantors signatory thereto, HSBC Bank USA, National Association, as agent for the lenders, and the lenders signatory thereto.

Second Amendment to Seventh Amended and Restated Credit Agreement, by and among Astronics Corporation, the other borrowers and guarantors signatory thereto, HSBC Bank USA, National Association, as agent for the lenders, and the lenders signatory thereto, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 25, 2024 (File No.

Insider Trading Policy

Subsidiaries of the Registrant.

Consent of Independent Registered Public Accounting Firm

filed herewith.

Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

filed herewith.

Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

filed herewith.

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.

Compensation Clawback Policy, dated December 1, 2023;

Policy for the Recovery of Erroneously Awarded Compensation, incorporated by reference to Exhibit 97 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 5, 2024 (File No.

101* Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Item 8, Financial Statements and Supplementary Data, of this report.

101.INS* Inline XBRL Instance 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

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104* Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

101.INS** XBRL Instance Document

101.SCH** XBRL Taxonomy Extension Schema Document

101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF** XBRL Taxonomy Extension Definition Linkbase Document

101.LAB** XBRL Taxonomy Extension Label Linkbase Document

101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document

** Furnished herewith.

# Identifies a management contract or compensatory plan or arrangement as required by Item 15(a)(3) of Form 10-K.

** Submitted electronically herewith

Valuation and Qualifying Accounts

12 unchanged sentences

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) 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, on March 4, 2024.

Pursuant to the requirements of Section 13 or 15(d) 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.

Astronics Corporation

By /s/ Peter J.

Gundermann By /s/ David C.

Gundermann President and Chief Executive Officer David C.

Burney, Executive Vice President, Chief Financial Officer

Gundermann By /s/ Nancy L.

Gundermann, President and Chief Executive Officer Nancy L.

Hedges, Vice President and Chief Financial Officer

March 5, 2025

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.

Signature Title Date

Gundermann President and Chief Executive Officer

Gundermann President, Chief Executive Officer and Director

(Principal Executive Officer)

March 5, 2025

Burney Executive Vice President, Chief Financial Officer (Principal Financial Officer) March 4, 2024

Hedges Corporate Controller and Principal Accounting Officer March 4, 2024

Hedges Vice President and Chief Financial Officer

(Principal Financial and Principal Accounting Officer) March 5, 2025

/s/ Robert T.

5 unchanged sentences

March 5, 2025

March 4, 2024

/s/ Warren C.

4 unchanged sentences

March 5, 2025

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