2 unchanged sentences
In accordance with Securities Exchange Act Rules 13a-15(e) and 15d-15(e), our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.
+Added: As permitted, that evaluation excluded the business operations of OTN Systems which was acquired in 2021.
+Added: The acquired business operations excluded from our evaluation constituted approximately 3% of our total assets as of December 31, 2021 an d 2% and (1)% of our revenues and operating income for the year ended December 31, 2021, respectively.
+Added: The operations of the acquired business will be included in our 2022 evaluation.
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2021.
25 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
+Added: As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of OTN Systems, which are included in the 2021 consolidated financial statements of the Company and constituted 3% of total assets as of December 31, 2021 and 2% and (1)% of revenues and operating income for the year then ended, respectively.
+Added: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of OTN Systems.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Belden Inc.
20 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
−Removed: Information regarding directors is incorporated herein by reference to “Item I-Election of Directors,” as described in the Proxy Statement.
+Added: Information regarding directors is incorporated herein by reference to “Item I-Election of Nine Directors,” as described in the Proxy Statement.
Information regarding executive officers is set forth in Part I herein under the heading “Executive Officers.” The additional information required by this Item is incorporated herein by reference to “Corporate Governance” (opening paragraph and table), “Corporate Governance-Audit Committee,” “Ownership Information-Delinquent Section 16(a) Reports,” “Corporate Governance-Corporate Governance Documents” and “Other Matters-Stockholder Proposals for the 2023 Annual Meeting,” as described in the Proxy Statement.
7 unchanged sentences
Incorporated herein by reference to “Public Accounting Firm Information-Fees to Independent Registered Public Accountants for 2021 and 2020” and “Public Accounting Firm Information-Audit Committee’s Pre-Approval Policies and Procedures” as described in the Proxy Statement.
+Added: Our independent registered public accounting firm is Ernst & Young LLP , St.
+Added: Louis, MO , Auditor Firm ID:
Exhibits and Financial Statement Schedules
48 unchanged sentences
4.4 Indenture relating to 3.875% Senior Subordinated Notes due 2028
−Removed: September 22, 2017 Form 8-K, Exhibit 4.1
−Removed: 4.5 Indenture relating to 3.875% Senior Subordinated Notes due 2028
March 16, 2018 Form 8-K, Exhibit 4.1
+Added: 4.5 I ndenture relating to 3.375% Senior Subordinated Notes due 2031
+Added: August 3, 2021 Form 8-K, Exhibit 4.1
4.6 Description of the Registrant's Securities Registered Under Section 12 of the Securities Exchange Act of 1934
August 3, 2020 Form 10-Q, Exhibit 4.1
−Removed: 10.1 Trademark License Agreement November 15, 1993 Form 10-Q of Belden 1993 Inc., Exhibit 10.2
−Removed: 10.2* CDT 2001 Long-Term Performance Incentive Plan, as amended
−Removed: April 6, 2009 Proxy Statement, Appendix I
+Added: 10.1 Trademark License Agreement
+Added: Filed herewith
10.2* Belden Inc.
1 unchanged sentence
April 6,2016 Proxy Statement, Appendix II
+Added: 10.3* Belden Inc.
+Added: 2021 Long Term Incentive Plan
+Added: April 8, 2021 Proxy Statement, Appendix II
10.4* Form of Stock Appreciation Rights Award
−Removed: August 3, 2016 Form 10-Q, Exhibit 10.1
+Added: Filed herewith
10.5* Form of Performance Stock Units Award
−Removed: August 3, 2016 Form 10-Q, Exhibit 10.2
+Added: Filed herewith
10.6* Form of Restricted Stock Units Award
−Removed: May 6, 2014 Form 10-Q, Exhibit 10.3
+Added: Filed herewith
10.7* Belden Inc.
Annual Cash Incentive Plan, as amended and restated
−Removed: Filed herewith
+Added: February 16, 2021 Form 10-K, Exhibit 10.7
10.8* 2004 Belden CDT Inc.
2 unchanged sentences
10.9* Belden Supplemental Excess Defined Benefit Plan
−Removed: Filed herewith
+Added: February 16, 2021 Form 10-K, Exhibit 10.9
10.10* Belden Supplemental Excess Defined Contribution Plan
−Removed: Filed herewith
−Removed: 10.11* Executive Employment Agreement with John Stroup
−Removed: May 22, 2020 Form 8-K, Exhibit 10.1
+Added: February 16, 2021 Form 10-K, Exhibit 10.10
10.11* Executive Severance Plan
July 31, 2020 Form 8-K, Exhibit 10.1
−Removed: 10.13* Form of Business Protection Agreement with each of Brian Anderson, Ashish Chand, Henk Derksen, Dean McKenna, Anshuman Mehrotra, Roel Vestjens and Doug Zink
+Added: 10.12* Form of Business Protection Agreement with each of the Executive Officers
July 31, 2020 Form 8-K, Exhibit 10.3
+Added: 10.13* Belden Inc.
+Added: 2021 Employee Stock Purchase Plan
+Added: April 8, 2021 Proxy Statement, Appendix III
+Added: 10.14* Form of Indemnification Agreement with each of the Directors and O fficers
+Added: March 1, 2007 Form 10-K, Exhibit 10.39
Number Description of Exhibit The filings referenced for incorporation by
1 unchanged sentence
noted to be those of Belden 1993 Inc.
−Removed: 10.14* Form of Indemnification Agreement with each of the Directors and Brian Anderson, Ashish Chand, Henk Derksen, Dean McKenna, Anshuman Mehrotra, John Stroup, Roel Vestjens and Doug Zink
−Removed: March 1, 2007 Form 10-K, Exhibit 10.39
−Removed: 10.15 Amended and Restated Credit Agreement
−Removed: May 22, 2017, Form 8-K, Exhibit 10.1
+Added: 10.15 Second Amended and Restated Credit Agreement
+Added: June 2, 2021, Form 8-K, Exhibit 10.1
+Added: 10.16 Purchase Agreement, dated July 14, 2021, by and among Belden Inc., the Guarantors named therein and Deutsche Bank AG
+Added: July 14, 2021 Form 8-K, Exhibit 10.1
14.1 Code of Ethics
31 unchanged sentences
Roel Vestjens
−Removed: /s/ HENK DERKSEN Senior Vice President, Finance, and Chief Financial Officer February 16, 2021
+Added: /s/ JEREMY PARKS Senior Vice President, Finance, and Chief Financial Officer February 15, 2022
/s/ DOUGLAS R.
ZINK Vice President and Chief Accounting Officer February 15, 2022
−Removed: STROUP* Executive Chairman February 16, 2021
−Removed: /s/ DAVID ALDRICH* Lead Independent Director February 16, 2021
+Added: /s/ DAVID ALDRICH* Lead Independent Director and Chairman February 15, 2022
David Aldrich
BALK* Director February 15, 2022
+Added: /s/ STEVEN W.
+Added: BERGLUND* Director February 15, 2022
BRINK* Director February 15, 2022
5 unchanged sentences
Jonathan Klein
+Added: /s/ GREGORY J.
+Added: MCCRAY* Director February 15, 2022
/s/ GEORGE MINNICH* Director February 15, 2022
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.