40 unchanged sentences
OTHER INFORMATION
+Added: During the three months ended December 31, 2023, none of the Company's officers or directors adopted or terminated any "Rule 10b5-1 trading arrangements" or any "non-Rule 10b5-1 trading arrangement," as such terms are defined under Item 408 of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
2 unchanged sentences
Certain information required by this Item 10 is incorporated herein by reference to the following sections of the Company’s definitive Proxy Statement for its 2024 Annual Meeting of Shareholders (the “2024 Proxy Statement”), a copy of which will be filed with the SEC no later than 120 days after the close of the fiscal year:
−Removed: “Election of Directors – Proposal 1,” “Executive Compensation and Related Information,” and “Beneficial Ownership of Securities.”
+Added: “Election of Directors – Proposal 1,” “Executive Compensation and Related Information.”
The Company has adopted a Code of Conduct and Business Ethics policy, applicable to all Company directors, executive officers and employees.
25 unchanged sentences
Total 21,207 $ 38.41 978,793
−Removed: (1) Amount disclosed relates to awards issued under the Amended and Restated Omnibus Stock and Performance Compensation Plan (the “Omnibus Plan”).
+Added: (1) Amount disclosed relates to awards issued and outstanding under the Amended and Restated Omnibus Stock and Performance Compensation Plan (the “Prior Plan”) and the 2023 Omnibus Stock and Performance Compensation Plan (the "2023 Omnibus Plan").
+Added: The 2023 Omnibus Plan was approved by the Board of Directors in February 2023 and adopted by the Company's stockholders at the 2023 Annual Meeting of Shareholders.
(2) Includes restricted stock units, restricted stock, SARs, and performance-based stock.
Performance-based stock is included assuming 100% attainment of the targets.
−Removed: The actual number of shares of performance-based stock to be awarded at the end of applicable performance periods ranges from 0% to 150% of the target amount awarded depending on the Company’s achievement of pre-established financial goals.
−Removed: Refer to Note 11 to the consolidated financial statements for information concerning the Omnibus Plan.
+Added: The actual number of shares of performance-based stock to be
+Added: awarded at the end of applicable performance periods ranges from 0% to 150% of the target amount awarded depending on the Company’s achievement of pre-established financial goals.
+Added: (3) Amount disclosed relates to the shares available for issuance under the 2023 Omnibus Plan.
+Added: The Prior Plan terminated in accordance with its terms on April 17, 2023, and no shares reserved for issuance under the Prior Plan will be made available for future awards under the 2023 Omnibus Plan.
+Added: Refer to Note 11 to the consolidated financial statements for information concerning the Prior Plan and 2023 Omnibus Plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
21 unchanged sentences
Profit Sharing Program, incorporated by reference to Exhibit 10.7 to the annual report on Form 10-K for the year ended December 31, 2022*
+Added: 10.8 Cass Information Systems, Inc.
+Added: 2023 Omnibus Stock and Performance Compensation Plan, incorporated by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the SEC on April 21, 2023.*
+Added: 10.9 Form of Restricted Stock Award Agreement for Employees under the Cass Information Systems, Inc.
+Added: 2023 Omnibus Stock and Performance Compensation Plan, incorporated by reference to Exhibit 10.2 to the current report on Form 8-K, filed with the SEC on April 21, 2023.*
+Added: 10.10 Form of Restricted Stock Award Agreement for Non-Employee Directors under the Cass Information Systems, Inc.
+Added: 2023 Omnibus Stock and Performance Compensation Plan, incorporated by reference to Exhibit 10.3 to the quarterly report on Form 10-Q for the quarter ended March 31, 2023.*
21 Subsidiaries of registrant.
6 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97 Cass Information Systems, Inc.
+Added: Clawback Policy
101.INS XBRL Instance Document.
10 unchanged sentences
February 28, 2024
−Removed: By /s/ Eric H.
−Removed: Chairman and Chief Executive Officer
+Added: By /s/ Martin H.
+Added: President and CEO
(Principal Executive Officer)
19 unchanged sentences
February 28, 2024
+Added: By /s/ Martin H.
+Added: February 28, 2024
By /s/ Sally H.
6 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.