What changed in this filing

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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-21 · 77 added, 20 removed, 137 unchanged (41% of the section changed)

2 unchanged sentences

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

2 unchanged sentences

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the Company’s assessment, management has determined that its internal controls over financial reporting were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has determined that our internal controls over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

6 unchanged sentences

Other Information.

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

33 unchanged sentences

8-K 001-40216 3.1 November 4, 2021

3.2 Bylaws of the Company

8-K 001-40216 3.2 November 4, 2021

3.2 Amended and Restated Bylaws of the Company

8-K 001-40216 3.1

November 3, 2023

4.1 Specimen Class A Common Stock Certificate

30 unchanged sentences

10.10# Aurora Innovation, Inc.

2021 Equity Incentive Plan

8-K 001-40216 10.12 November 4, 2021

2021 Equity Incentive Plan, as amended and restated on May 26, 2023

S-8 333-272272 99.1 May 30, 2023

10.11# Aurora Innovation, Inc.

9 unchanged sentences

10-K 001-40216 10.15 March 11, 2022

10.15# Amendment to Stock Option Agreement

10.15# Amendment to Stock Option Agreement e ntered into between the Registrant and Richard Tame

8-K 001-40216 10.1 June 17, 2022

1 unchanged sentence

8-K 001-40216 10.1 March 17, 2022

10.17# Confirmatory Employment Letter between the Registrant and Richard Tame, dated March 15, 2022

8-K 001-40216 10.2 March 17, 2022

10.17# C onfirmatory Employment Letter between the Registrant and Richard Tame, dated March 15, 2022

8-K 001-40216 10.2

March 17, 2022

10.18# Confirmatory Employment Letter between the Registrant and Nolan Shenai, dated December 13, 2022

February 21, 2023

10.19# Employment Letter between the Registrant and Ossa F.

1 unchanged sentence

8-K 001-40216 10.1 January 30, 2023

10.20# Form of Stock Option Agreement under the Aurora Innovation, Inc.

2021 Equity Incentive Plan

8-K 001-40216 10.12 November 4, 2021

10.21# Form of Restricted Stock Unit Agreement under the Aurora Innovation, Inc.

2021 Equity Incentive Plan

8-K 001-40216 10.12 November 4, 2021

10.22† Strategic Partnership Agreement dated April 26, 2023 between Aurora Innovation, Inc.

and Aurora Operations, Inc.

and Continental Automotive Technologies GmbH and Continental Autonomous Mobility GmbH

001-40216 10.1

August 3, 2023

Employment Letter between the Registrant and David Maday, dated June 5, 2023

001-40216 10.2

August 3, 2023

Incorporated by reference Filed or Furnished Herewith

Description Form File No.

Amendment No.

1 to Strategic Partnership Agreement, dated August 30, 2023, by and among the Registrant and Aurora Operations, Inc., and Continental Automotive Technologies GmbH and Continental Autonomous Mobility Germany GmbH

001-40216 10.1

November 2, 2023

Amended and Restated Strategic Partnership Agreement, dated September 27, 2023, by and among the Registrant and Aurora Operations, Inc., and Continental Automotive Technologies GmbH and Continental Autonomous Mobility Germany GmbH

001-40216 10.2

November 2, 2023

Form of Common Stock Purchase Agreement, dated July 18, 2023, by and among the Registrant and the Purchasers

001-40216 10.1

July 19, 2023

Form of Registration Rights Agreement, dated July 18, 2023, by and among the Registrant and the Purchasers

001-40216 10.2

July 19, 2023

Aurora Innovation, Inc.

Change in Control and Severance Policy

001-40216 10.1

August 18, 2023

Separation Agreement and Release, dated August 31, 2023, between Aurora Operations, Inc.

and Richard Tame

001-40216 10.1

September 1, 2023

A mendment to Stock Option Agreement entered into between Aurora Innovation, Inc.

and David Maday

001-40216 10.1

June 15, 2023

Form of Addendum to Stock Option Agreement for Executive Officers under the Aurora Innovation, Inc.

2021 Equity Incentive Plan

Letter to the Securities and Exchange Commission from KPMG LLP, dated March 9, 2023

001-40216 16.1

March 9, 2023

21.1 List of Subsidiaries

23.1 Consent of Independent Registered Public Accounting Firm

23.1 Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers)

Consent of Independent Registered Public Accounting Firm (KPMG)

24.1 Power of Attorney (included in the signature page to this Annual Report on Form 10-K)

3 unchanged sentences

32.2* Section 1350 Certification of Principal Financial Officer

Compensation Recovery Policy

101.INS Inline XBRL Instance Document X

Incorporated by reference Filed or Furnished Herewith

Description Form File No.

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

Incorporated by reference Filed or Furnished Herewith

Description Form File No.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

13 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Urmson, Richard Tame and Nolan Shenai, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Urmson, David Maday and Nolan Shenai, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated:

2 unchanged sentences

Chris Urmson (Principal Executive Officer)

/s/ Richard Tame Chief Financial Officer February 21, 2023

Richard Tame (Principal Financial and Accounting Officer)

/s/ David Maday Chief Financial Officer February 14, 2024

(Principal Financial and Accounting Officer)

/s/ Sterling Anderson Director February 14, 2024

2 unchanged sentences

Brittany Bagley

/s/ Carl Eschenbach Director February 21, 2023

Carl Eschenbach

/s/ Gloria Boyland

Director February 14, 2024

Gloria Boyland

/s/ Reid Hoffman Director February 14, 2024

/s/ Claire Hughes Johnson Director February 21, 2023

Claire Hughes Johnson

/s/ Claire D'Oyly-Hughes Johnson

Director February 14, 2024

Claire D'Oyly-Hughes Johnson

/s/ Dara Khosrowshahi Director February 14, 2024

3 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