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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-15 · 23 added, 33 removed, 188 unchanged (23% of the section changed)

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.

As permitted, that evaluation excluded the business operations of OTN Systems which was acquired in 2021.

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.

As permitted, that evaluation excluded the business operations of Macmon, NetModule, and CAI which were acquired in 2022.

The acquired business operations excluded from our evaluation collectively constituted approximately 4% and 7% of our total assets and net assets as of December 31, 2022, respectively, and 1% and (2)% of our revenues and operating income for the year ended December 31, 2022, respectively.

The operations of the acquired business will be included in our 2023 evaluation.

26 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

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.

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.

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 Macmon secure GmbH (“Macmon”), NetModule AG (“NetModule”), and Communication Associates, Inc.

(“CAI”), which are included in the 2022 consolidated financial statements of the Company and constituted 4% and 7% of total and net assets, respectively, as of December 31, 2022 and 1% and (2)% of revenues and operating income for the year then ended.

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 Macmon, NetModule, and CAI.

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.

23 unchanged sentences

Directors, Executive Officers and Corporate Governance

Information regarding directors is incorporated herein by reference to “Item I-Election of Nine Directors,” as described in the Proxy Statement.

Information regarding directors is incorporated herein by reference to “Item I-Election of 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 2024 Annual Meeting,” as described in the Proxy Statement.

50 unchanged sentences

February 29, 2008 Form 10-K, Exhibit 3.1

3.2 Amended and Restated Bylaws

May 31, 2016 Form 8-K, Exhibit 3.1

4.1 Indenture relating to 4.125% Senior Subordinated Notes due 2026

October 11, 2016 Form 8-K, Exhibit 4.1

4.2 First Supplemental Indenture relating to 4.125% Senior Subordinated Notes due 2026

June 26, 2017 Form 8-K, Exhibit 4.22

December 6, 2022 Form 8-K, Exhibit 3.1

4.1 Indenture relating to 3.375% Senior Subordinated Notes due 2027

2 unchanged sentences

March 16, 2018 Form 8-K, Exhibit 4.1

4.5 I ndenture relating to 3.375% Senior Subordinated Notes due 2031

4.3 Indenture relating to 3.375% Senior Subordinated Notes due 2031

August 3, 2021 Form 8-K, Exhibit 4.1

2 unchanged sentences

10.1 Trademark License Agreement

Filed herewith

February 15, 2022 Form 10-K, Exhibit 10.1

10.2* Belden Inc.

5 unchanged sentences

10.4* Form of Stock Appreciation Rights Award

Filed herewith

February 15, 2022 Form 10-K, Exhibit 10.4

10.5* Form of Performance Stock Units Award

Filed herewith

February 15, 2022 Form 10-K, Exhibit 10.5

10.6* Form of Restricted Stock Units Award

Filed herewith

February 15, 2022 Form 10-K, Exhibit 10.6

10.7* Form of Stretch Achievement Stock Award

August 8, 2022 Form 10-Q, Exhibit 10.1

10.8* Belden Inc.

15 unchanged sentences

April 8, 2021 Proxy Statement, Appendix III

10.14* Form of Indemnification Agreement with each of the Directors and O fficers

10.15* Form of Indemnification Agreement with each of the Directors and Officers

March 1, 2007 Form 10-K, Exhibit 10.39

Number Description of Exhibit The filings referenced for incorporation by

reference are Company (Belden Inc.) filings unless

noted to be those of Belden 1993 Inc.

10.16 Second Amended and Restated Credit Agreement

June 2, 2021, Form 8-K, Exhibit 10.1

10.16 Purchase Agreement, dated July 14, 2021, by and among Belden Inc., the Guarantors named therein and Deutsche Bank AG

July 14, 2021 Form 8-K, Exhibit 10.1

10.17 Amendment No.

1 to Second A mended and Restated Cre dit Agre ement

January 5, 2023 Form 8-K, Exhibit 10.1

14.1 Code of Ethics

August 25, 2020 Form 8-K, Exhibit 14.1

Number Description of Exhibit The filings referenced for incorporation by

reference are Company (Belden Inc.) filings unless

noted to be those of Belden 1993 Inc.

21.1 List of Subsidiaries of Belden Inc.

2 unchanged sentences

Filed herewith

24.1 Powers of Attorney from Members of the Board of Directors

Filed herewith

31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

17 unchanged sentences

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.

By /s/ ROEL VESTJENS

Roel Vestjens

By /s/ ASHISH CHAND

February 24, 2023 President and Chief Executive Officer

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 date indicated.

/s/ ROEL VESTJENS President and Chief Executive Officer February 15, 2022

Roel Vestjens

/s/ ASHISH CHAND President and Chief Executive Officer February 24, 2023

/s/ JEREMY PARKS Senior Vice President, Finance, and Chief Financial Officer February 24, 2023

10 unchanged sentences

Nancy Calderon

CRESSEY* Director February 15, 2022

/s/ JONATHAN KLEIN Director February 24, 2023

2 unchanged sentences

MCCRAY Director February 24, 2023

/s/ GEORGE MINNICH* Director February 15, 2022

George Minnich

/s/ ROEL VESTJENS

*By Roel Vestjens, Attorney-in-fact

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