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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-29 · 27 added, 38 removed, 168 unchanged (28% of the section changed)

10 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of the CEO and CFO, and under the oversight of our Board of Directors, assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 using the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management, with the participation of the CEO and CFO, and under the oversight of our Board, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 using the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.

2 unchanged sentences

Other than the remediation of previously reported material weakness described below, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(d) Remediation of the 2022 Material Weakness

Our CEO and CFO concluded that our disclosure controls and procedures were not effective as of December 31, 2022 due to a material weakness in internal control over financial reporting.

During 2023, our management, with the oversight of the Audit Committee of our Board of Directors, has been engaged in efforts to remediate the material weakness identified and disclosed in Item 9A of the annual report on Form 10-K for the year ended December 31, 2022.

We have designed, implemented and tested enhancements to our process-level controls related to revenue and accounts receivable in certain North America locations.

Based on the results of our testing, management has concluded that the controls are adequately designed and have operated effectively for a sufficient period of time during 2023.

Accordingly, the material weakness is considered to be remediated.

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

33 unchanged sentences

The information regarding executive officers is included in this report following Item 4, under the caption “Information about Our Executives Officers.” Other information required by Item 10 is incorporated by reference to our definitive proxy statement expected to be filed pursuant to Regulation 14A within 120 days after December 31, 2024.

We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities that applies to our directors, officers and employees, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards, In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.

EXECUTIVE COMPENSATION

13 unchanged sentences

Each exhibit listed as a previously filed document is hereby incorporated by reference to such document.

2.1† Stock Purchase Agreement, dated as of February 26, 2020 between the Company and G4S.

2.1† S hare Purchase Agreement, dated as of February 26, 2020 between the Company and G4S.

Exhibit 2.1 to Registrant's Current Report on Form 8-K filed on July 10, 2020.

2.2† Stock Purchase Agreement, dated as of February 26, 2020 between the Company and G4S.

2.2† Second Share Purchase Agreement, dated as of February 26, 2020 between the Company and G4S.

Exhibit 2.2 to Registrant's Current Report on Form 8-K filed on July 10, 2020.

2.3† First Amendment dated as of March 30, 2020 to the Stock Purchase Agreements dated as of February 26, 2020, between the Company and G4S.

2.3† First Amendment dated as of March 30, 2020 to the S hare Purchase Agreements dated as of February 26, 2020, between the Company and G4S.

Exhibit 2.3 to the Registrant's Current Report on Form 8-K filed on July 10, 2020.

11 unchanged sentences

Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 23, 2020.

Inde nture dated as of June 12, 2024 amo ng The Brink 's Company , the Subsidiary Guarantors named therein, and Wilmington Trust, National Association, as tru stee, relating to the Notes due 2029 and 2032.

Exhibit 4.1 to t he Regis trant 's Current Report on Form 8-K filed on June 12, 2024.

10.1* Brink's Incentive Plan, effective as of February 17, 2017.

Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

10.2* Pension Equalization Plan, as amended and restated as of July 23, 2012.

Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

10.2* Brink's 2024 Equity Incent ive Plan .

Appendix C to t h e Registrant's Definitive Proxy Statement on Schedule 14A filed with the Commission on March 18, 2024 and approved by shareholders on May 2, 20 24.

10.3* Amended and Restated Executive Salary Continuation Plan, effective as of December 31, 2020.

6 unchanged sentences

Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed February 26, 2018.

Offer Letter, dated June 9, 2016, between The Brink’s Company and Douglas A.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 10, 2016.

Change in Control Agreement between The Brink’s Company and Douglas A.

Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed March 9, 2020.

Offer Letter, dated July 14, 2016, between The Brink’s Company and Ronald J.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 15, 2016.

Non-Employee Directors’ Equity Plan, as amended and restated as of July 12, 2012.

Amended and Restated Non-Employee Directors’ Equity Plan, as of July 12, 2012.

Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

5 unchanged sentences

Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

$1,500,000,000 Senior Secured Credit Facility, dated as of October 17, 2017, among The Brink’s Company, as Parent Borrower and as a Guarantor, the subsidiary borrowers referred to therein, as Subsidiary Borrowers, certain of Parent Borrower’s subsidiaries, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, an Issuing Lender and Swingline Lender, and various other Lenders named therein.

$1,500,000,000 Senior Secured Credit Facility, dated as of October 17, 2017, among The Brink’s Company, as Parent Borrower and a Guarantor, the subsidiary borrowers referred to therein, as Subsidiary Borrowers, certain of Parent Borrower’s subsidiaries, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, an Issuing Lender and Swingline Lender, and various other Lenders named therein.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 20, 2017.

12 unchanged sentences

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 28, 2022.

Severance Pay Plan of The Brink's Company effective November 13, 2015, as amended October 2018.

Exhibit 10.49 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018.

Severance Pay Plan of The Brink's Company effective November 13, 2015, as amended October 2018 and as further amended December 3, 2024 .

Form of 2021 Performance Share Units Award Agreement (Total Shareholder Return), effective for awards made on or after February 24, 2021.

4 unchanged sentences

Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

Directors’ Stock Accumulation Plan, as amended and restated effective May 1, 2021.

Amended and Restated Directors’ Stock Accumulation Plan, effective May 1, 2021.

Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

1 unchanged sentence

Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021.

Key Employees' Deferred Compensation Program, as amended and restated as of March 25, 2022.

Key Employees' Deferred Compensation Program, as amended De cem ber 3, 2024.

Change in Control Plan, effective March 1, 2022 , as amended December 3 , 2024 .

Amended and Restated Plan for Deferral of Directors’ Fees, effective February 16, 2023.

Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

Change in Control Plan, effective March 1, 2022.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 11, 2022.

Plan for Deferral of Directors’ Fees, as amended and restated effective February 16, 2023 .

1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended M arch 31, 202 3 .

Offer Letter, dated December 1, 2014, between The Brink’s Company and Michael Beech.

Exhibit 10.26 to the Registrant 's Annual Report on F orm 10-K for t he year ended December 31, 2022.

Offer Letter, dated July 2, 2021, between The Brink’s Company and Mark Eubanks.

Offer Letter, dated July 2, 2021, for Mark Eubanks.

Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022.

Offer Letter, dated April 16, 2022, between The Brink’s Company and Daniel Castillo.

Offer Letter, dated April 16, 2022, for Daniel Castillo.

Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022.

10.29* Offer Letter, dated July 20, 2022, between The Brink’s Company and Kurt McMaken.

Offer Letter, dated July 20, 2022, for Kurt McMaken.

Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022.

Consulting Agreement dated April 11, 2023 by and between B rink's Incorpo rated and Michael F.

Exhibit 10.1 to the Registra nt's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

Consulting Agreement dated July 17, 2023 by and between The Brink's Company and Douglas A.

Exhibit 10.1 to t h e Registra nt's Current Report on For m 8-K filed July 19, 2023.

Offer Letter , dated April 1 6 , 2023 , for Elizabeth Galloway.

Exhibit 10.1 to the Registrant 's Quarte rly Report on Form 10-Q for t h e quarter ended March 31, 2024.

Expatriate Offer Letter dated March 1, 2023, for James K.

Exhibit 10.2 to t he Registr ant's Quarterly Report on Form 10-Q for the qua rter ended March 31, 2024.

The Brink's Company Insider Trading Policy.

21 Subsidiaries of the Registrant.

5 unchanged sentences

Brink's Dodd-Frank Clawback Policy, effective as of October 2, 2023.

E xhibit 97.1 to the Registrant's Annual Report on Form 10-K for the year ended Decem ber 31, 2023.

99.1* Excerpt from Pension-Retirement Plan relating to preservation of assets of the Pension-Retirement Plan upon a change in control.

36 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