19 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: 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 income, comprehensive income, cash flows, and shareholders’ equity, for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 28, 2024 expressed an unqualified opinion on those consolidated financial statements.
+Added: 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 income, comprehensive income, cash flows, and shareholders’ equity, for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 5, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
16 unchanged sentences
Louis, Missouri
−Removed: February 28, 2024
+Added: March 5, 2025
OTHER INFORMATION
8 unchanged sentences
The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding the amendment to, or a waiver of, a provision of this policy that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K by posting such information on its website.
−Removed: There were no material changes to the procedures by which shareholders may recommend nominees to the Board during the fourth quarter of fiscal 2023.
+Added: The Company has adopted a Treatment and Use of Confidential Information and Prohibition of Insider Trading Policy that governs the purchase, sale, and/or other dispositions of the Company's securities by directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company.
+Added: A copy of the Company's Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.
+Added: On January 21, 2025, the Board approved and adopted the Third Amended and Restated Bylaws of the Company (as so amended, the “Bylaws”).
+Added: The amendments include the following principal changes as it relates to shareholder proposals and nominees for Director:
+Added: Advance Notice – Shareholder Proposals.
+Added: The amendments modify the existing advance notice disclosure requirements contained in the Bylaws to require that a shareholder proposing business for consideration at an annual meeting must provide (i) certain additional information about the shareholder and, if applicable, the beneficial owner on whose behalf the behalf the business is submitted, and any interest such shareholder or owner has in the business submitted;
+Added: (ii) the text of the proposal or business to be presented;
+Added: (iii) information required to be provided pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
+Added: and (iv) certain representations as to whether the submitting shareholder or beneficial owner is part of a group that intends to deliver or solicit proxies from the requisite number of shareholders to adopt the proposal or pass the business submitted for consideration.
+Added: Advance Notice – Shareholder Nominees for Director .
+Added: The amendments add a provision to clarify and expand the advance notice requirements for a shareholder nominating a candidate or candidates for election as director of the Company.
+Added: The Bylaws require that such nominations by a shareholder be made pursuant to a notice delivered to the Secretary of the Company not less than 60 days nor more than 90 days prior the first anniversary of the preceding year’s annual meeting, or as otherwise noted if the annual meeting date has changed by more than 30 days before or after such anniversary date or in the case of a special meeting.
+Added: The notice must set forth, among other matters, (a) as to each nominee, (i) all information relating to the nominee that is required to be disclosed pursuant to Regulation 14A under the Exchange Act;
+Added: (ii) the class and number of shares of the Company that are beneficially owned by the nominee;
+Added: and (iii) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons pursuant to which the nominations are to be made;
+Added: and (b) as to such shareholder, (i) the name and address of such shareholder and the beneficial owner, if any, on whose behalf the nomination is made;
+Added: and (ii) the class and number of shares of the Company that are beneficially owned by such shareholder and the beneficial owner, if any, on whose behalf the nomination is made, and any material interest of such shareholder and owner.
+Added: The chairperson of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the Bylaws and declare that the defective nomination shall be disregarded.
+Added: Conduct of Nominations and Proposals by Shareholders .
+Added: The amendments to the Bylaws also clarify that if a shareholder submitting a notice for proposed business or director nominee (or a qualified representative of the shareholder) does not appear at the meeting of shareholders to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted.
+Added: In addition, a shareholder submitting notice of proposed business or a director nominee must also comply with all applicable Exchange Act requirements, and nothing in the Bylaws affects the rights of a shareholder to request inclusion of a proposal in the Company’s proxy statement under Rule 14a-8 under the Exchange Act.
+Added: The foregoing description of the Bylaws, as amended, is qualified in its entirety by the Bylaws, which are attached to this Annual Report Form 10-K as Exhibit 3.5.
EXECUTIVE COMPENSATION
25 unchanged sentences
Performance-based stock is included assuming 100% attainment of the targets.
−Removed: The actual number of shares of performance-based stock to be
−Removed: 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: 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.
(3) Amount disclosed relates to the shares available for issuance under the 2023 Omnibus Plan.
15 unchanged sentences
3.4 Second Amended and Restated Bylaws of Registrant, incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed with the SEC on July 21, 2016.
+Added: 3.5 Third Amended and Restated Bylaws of Registrant, incorporated by reference to Exhibit 3.1 to the current report on 8-K, filed with the SEC on January 24, 2025 .
4.1 Description of the Registrant’s securities, incorporated by reference to Exhibit 4.1 to the Annual report on Form 10-K filed with the SEC on February 28, 2020.
2 unchanged sentences
10.3 Amendment and Restatement of the Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q for the quarter ended September 30, 2007.*
−Removed: 10.4 Form of Stock Appreciation Rights Award Agreement, incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q for the quarter ended September 30, 2007.*
10.4 Form of Restricted Stock Award Agreement, incorporated by reference to Exhibit 10.8 to the annual report on Form 10-K for the year ended December 31, 2016.*
8 unchanged sentences
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.*
+Added: 10.10 Form of Restricted Stock Unit Award Agreement for Employees under the 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 January 24, 2025.*
+Added: 19 Insider Trading Policy
21 Subsidiaries of registrant.
7 unchanged sentences
97 Cass Information Systems, Inc.
−Removed: Clawback Policy
+Added: Clawback Policy , incorporated by reference to Exhibit 97 to the annual report on Form 10-K for the year ended December 31, 20 23 .
101.INS XBRL Instance Document.
9 unchanged sentences
CASS INFORMATION SYSTEMS, INC.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Martin H.
1 unchanged sentence
(Principal Executive Officer)
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Michael J.
2 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the dates indicated by the following persons on behalf of the registrant and in their capacity as a member of the Board of Directors of the Company.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Eric H.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Ralph W.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Robert A.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Benjamin F.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Wendy J.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ James J.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Ann W.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Martin H.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Sally H.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Joseph D.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Randall L.
−Removed: February 28, 2024
+Added: March 5, 2025
By /s/ Franklin D.
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.