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Item 9A. Controls and Procedures

2025-02-13 compared with 2024-02-13 · 30 added, 19 removed, 208 unchanged (19% 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 Sichert and CloudRail which were acquired in 2023.

As permitted, that evaluation excluded the business operations of Precision and Voleatech which were acquired in 2024.

The acquired business operations excluded from our evaluation collectively consti tuted approximately 11% and 24% of our total assets and net assets as of December 31, 2024, respectively, and 3% and -1% of our revenues and operating income for the year ended December 31, 2024, respectively.

27 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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 Sichert and CloudRail, which are included in the 2023 consolidated financial statements of the Company and constituted 4% and 9% of total assets and net assets, respectively, as of December 31, 2023 and 1% and 0% of revenues and operating income, respectively, 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 Sichert and CloudRail.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated February 13, 2024 expressed an unqualified opinion thereon.

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 Precision and Voleatech, which are included in the 2024 consolidated financial statements of the Company and constituted 11% and 24% of total assets and net assets, respectively, as of December 31, 2024 and 3% and -1% of revenues and operating income, respectively, 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 Precision and Voleatech.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 13, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

21 unchanged sentences

Name Title Action Date

Adopted Expiration Date Total Shares

Adopted Expiration Date Total

SARs Total Shares

Ashish Chand (1)

President and Chief Executive Officer Adoption 11/01/2024 3/31/2025 16,979 14,535

Brian Lieser (2)

Executive Vice President , Industrial Automation Solutions

Adoption 11/15/2023 2/28/2025 2,875

(1) Brian Lieser , Executive Vice President , Industrial Automation Solutions, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on November 15, 2023.

Lieser's plan provides for the vesting of restricted stock units and the associated sale of up to 2,875 shares of Belden common stock.

The plan expires on February 28, 2025, or upon the earlier completion of all authorized transactions under the plan.

Executive Vice President, Automation Solutions Adoption 11/07/2024 11/28/2025 5,901 22,364

Leah Tate (3)

Senior Vice President, Human Resources Adoption 11/08/2024 12/31/2025 2,108 2,400

(1) Ashish Chand, President and Chief Executive Officer, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on November 1, 2024.

Chand's plan provides for the exercise of up to 16,979 stock appreciation rights and the sale of up to 14,535 shares of Belden common stock.

The plan expires on March 31, 2025, or upon the earlier completion of all authorized transactions under the plan.

(2) Brian Lieser, Executive Vice President, Automation Solutions, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on November 7, 2024.

Lieser's plan provides for the exercise of up to 5,901 stock appreciation rights and the sale of up to 22,364 shares of Belden common stock.

The plan expires on November 28, 2025, or upon the earlier completion of all authorized transactions under the plan.

(3) Leah Tate, Senior Vice President, Human Resources, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on November 8, 2024.

Tate's plan provides for the exercise of up to 2,108 stock appreciation rights and the sale of up to 2,400 shares of Belden common stock.

The plan expires on December 31, 2025, or upon the earlier completion of all authorized transactions under the plan.

Other than those disclosed above, none of our directors or officers adopted , modified, or terminated a "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K during the three months ended December 31, 2024.

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

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 2025 Annual Meeting,” as described in the Proxy Statement.

Information regarding directors is incorporated herein by reference to “Corporate Governance-Proposal 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.” Information regarding the Company's insider trading policy is incorporated herein by reference to "Compensation Policies and Other Considerations" as described in the Proxy Statement.

The additional information required by this Item is incorporated herein by reference to "Board Committees," "Corporate Governance Documents," "Ownership Information-Section 16(a) Reports," and "General Information-Stockholder Proposals for the 2026 Annual Meeting,” as described in the Proxy Statement.

Executive Compensation

Incorporated herein by reference to “Executive Compensation,” “Corporate Governance-Director Compensation,” “Corporate Governance-Related Party Transactions and Compensation Committee Interlocks” and “Corporate Governance-Board Leadership Structure and Role in Risk Oversight” as described in the Proxy Statement.

Incorporated herein by reference to “Executive Compensation,” “Corporate Governance-Director Compensation,” “Corporate Governance-Related Party Transactions and Compensation Committee Interlocks” and “Corporate Governance Risk Oversight” as described in the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

1 unchanged sentence

Certain Relationships and Related Transactions, and Director Independence

Incorporated herein by reference to “Corporate Governance-Related Party Transactions and Compensation Committee Interlocks” and “Corporate Governance” (paragraph following the table) as described in the Proxy Statement.

Incorporated herein by reference to “Corporate Governance-Related Party Transactions and Compensation Committee Interlocks” and “Snapshot of 2025 Director Nominees" as described in the Proxy Statement.

Principal Accountant Fees and Services

70 unchanged sentences

Annual Cash Incentive Plan, as amended and restated

Filed herewith

February 13, 2024 Form 10-K, Exhibit 10.8

10.9* 2004 Belden CDT Inc.

6 unchanged sentences

10.12* Executive Severance Plan, as amended and restated

Filed herewith

February 13, 2024 Form 10-K, Exhibit 10.12

10.13* Form of Business Protection Agreement with each of the Executive Officers

15 unchanged sentences

noted to be those of Belden 1993 Inc.

19.1 Insider Trading Policy

Filed herewith

21.1 List of Subsidiaries of Belden Inc.

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97.1 Policy Relating to Recovery of Erroneously Awarded Compensation

Filed herewith

February 13, 2024 Form 10-K, Exhibit 97.1

101 The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:

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BALK* Director February 13, 2025

/s/ STEVEN W.

BERGLUND* Director February 13, 2024

BRINK* Director February 13, 2025

10 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