6 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
−Removed: Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of our chief executive and chief financial officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
+Added: Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of our chief executive and chief financial officers and effected by our board of directors, management and other personnel 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 in the United Sates, or GAAP and includes those policies and procedures that:
● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;
6 unchanged sentences
Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of September 30, 2021.
−Removed: The effectiveness of our internal control over financial reporting as of September 30, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8.
−Removed: Financial Statements and Supplementary Data.
−Removed: Previously Identified Material Weakness in Internal Control Over Financial Reporting
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: We previously disclosed in our 2019 Annual Report on Form 10-K, the following control deficiency, that constitutes a material weakness in our internal control over financial reporting:
−Removed: ● We did not maintain effective controls related to the accuracy of revenue recorded at a business unit within our Brooks Life Sciences Services segment.
−Removed: Specifically, we did not maintain effective controls to verify the accuracy of the price and quantity data for customer transactions entered into the business unit’s billing system, and to verify that the invoices generated from the billing system were based on the appropriate amounts.
−Removed: These control deficiencies resulted in immaterial misstatements and subsequent immaterial adjustments to revenue and related accounts and disclosures in the interim and annual consolidated financial statements for the years ended September 30, 2019, 2018 and 2017.
−Removed: Remediation of Prior Material Weakness
−Removed: During the quarter ended December 31, 2019, we implemented a new billing system and enterprise resource planning system (ERP) for the business unit within our Brooks Life Sciences with the reported material weakness.
−Removed: In connection with the implementation, during the quarter ended March 31, 2020, we designed and implemented new and enhanced controls to verify the accuracy of price and quantity data for the business unit's customer transactions and verify that invoices generated from the business unit's billing system are based on appropriate amounts.
−Removed: We also enhanced our documentation related to the business unit's billing systems, procedures, and controls, which will support its ability to train employees and execute the controls effectively.
−Removed: Based on the actions taken, as well as the testing and evaluation of the design and operating effectiveness of the controls, we concluded that the material weakness related to the accuracy of price and quantity data for the business unit's customer transactions, and the verification that invoices generated from the business unit's billing system are based on appropriate amounts, was remediated as of September 30, 2020.
+Added: The effectiveness of our internal control over financial reporting as of September 30, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.
Changes in Internal Control Over Financial Reporting
1 unchanged sentence
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this Item 10 is contained in our definitive proxy statement for our 2021 annual meeting of shareholders to be filed by us within 120 days after the close of our fiscal year, or the 2021 Proxy Statement, under the captions “Proposal No.
−Removed: 1-Election of Directors,” “Other Matters-Standards of Conduct,” “Other Matters-Stockholder Proposals and Recommendations for Director” and “Corporate Governance” and is incorporated herein by reference.
+Added: The information required by this Item 10 is contained in our definitive proxy statement for our 2022 annual meeting of stockholders to be filed by us within 120 days after the close of our fiscal year, or the 2022 Proxy Statement, under the captions “Proposal No.
+Added: 1 Election of Directors,” [“Delinquent Section 16(a) Reports,”] “Other Matters-Standards of Conduct,” “Other Matters-Stockholder Proposals and Recommendations for Director” and “Corporate Governance” and is incorporated herein by reference.
Executive Compensation
−Removed: The information required by this Item 11 is contained under the captions “Corporate Governance,” “Director Compensation” and “Executive Officers” in the 2021 Proxy Statement to be filed by us within 120 days after the close of our fiscal year and is incorporated herein by reference.
+Added: The information required by this Item 11 is contained under the captions “Corporate Governance,” “Compensation of Director” and “Executive Officers” in the 2022 Proxy Statement to be filed by us within 120 days after the close of our fiscal year and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this Item 12 is contained under the captions “Security Ownership of Certain Beneficial Owners” and “Equity Compensation Plan Information” in the 2021 Proxy Statement to be filed by us within 120 days after the close of our fiscal year and is incorporated herein by reference.
+Added: The information required by this Item 12 is contained under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2022 Proxy Statement to be filed by us within 120 days after the close of our fiscal year and is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
15 unchanged sentences
2, dated June 28, 2019, to Asset Purchase Agreement dated as of August 27, 2018, among the Company, Edwards Vacuum LLC, and for certain sections, Atlas Copco AB (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on July 5, 2019).
+Added: Equity Interest Purchase Agreement, dated as of September 20, 2021, by and between the Company and Altar BidCo, Inc.
+Added: (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on September 21, 2021).
Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.01 to the Company’s Registration Statement on Form S-3 (Reg.
12 unchanged sentences
Robertson (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on June 9, 2015).
−Removed: Offer Letter.
−Removed: dated September 27, 2014, as revised, between the Company and Maurice Tenney, III (incorporated herein by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, filed on February 3, 2016).
−Removed: Amended Offer Letter, dated June 4, 2015, between the Company and Maurice Tenney, III (incorporated herein by reference to Exhibit 10.02 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, filed on February 3, 2016).
−Removed: Separation Agreement, dated September 6, 2019, as amended, between the Company and Maurice H.
−Removed: Tenney, III (incorporated herein by reference to Exhibit 10.07 of the Company’s Annual Report on Form 10-K, filed on December 17, 2019).
Offer Letter, dated June 12, 2014 between the Company and David C.
3 unchanged sentences
Offer Letter dated September 12, 2018, between the Company and Amy Liao (incorporated herein by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K, filed on December 17, 2019).
+Added: Letter Agreement, dated October 4, 2021, between the Company and Amy Liao.
Form of Non-Competition Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 9, 2015).
3 unchanged sentences
2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 5, 2015).
+Added: 2020 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K, filed on February 1, 2021).
Form of Restricted Stock Unit Award Notice under the 2000 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K, as filed on November 28, 2011).
Form of Restricted Stock Unit Award Notice under the 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K, filed on November 17, 2017).
+Added: Form of Restricted Stock Unit Award Notice under the 2020 Equity Incentive Plan.
Executive Performance-Based Variable Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K, filed on January 29, 2016).
1 unchanged sentence
Non-Employee Director Restricted Stock Unit Deferral Election Form under the 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K, filed on November 17, 2017).
+Added: Non-Employee Director Restricted Stock Unit Deferral Election Form under the 2020 Equity Incentive Plan.
Brooks Automation, Inc.
52 unchanged sentences
David Pietrantoni
−Removed: CLINTON ALLEN
November 24, 2021
−Removed: Clinton Allen
November 24, 2021
13 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.