2 unchanged sentences
Based on the evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act required by Exchange Act) Rules 13a-15(b) or 15d-15(b), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by Cerence in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: Report of management on internal control over financial reporting.
−Removed: This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
+Added: Management report on internal control over financial reporting.
+Added: Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
+Added: Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
+Added: Management has assessed the effectiveness of our internal control over financial reporting as of September 30, 2020, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework.
+Added: Based on the results of this assessment, management (including our Chief Executive Officer and our Chief Financial Officer) has concluded that, as of September 30, 2020, our internal control over financial reporting was effective based on those criteria.
Changes in internal control over financial reporting.
−Removed: There were no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter of fiscal year 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no material changes in our internal control over financial reporting during the three months ended September 30, 2020 that have materially affected, or are reasonability likely to materially affect, our internal control over financial reporting.
Other Information.
−Removed: In November 2019, the Compensation Committee approved a new Change of Control and Severance Agreement for use with named executive officers, including Mr.
−Removed: Gallenberger, (“Change of Control Agreement”) other than the Chief Executive Officer.
−Removed: The Change of Control Agreement provides that in the event of a named executive officer’s employment is involuntarily terminated without cause and not for death or disability he will be eligible to receive severance benefits consisting of (i) one hundred percent (100%) of the annual base salary, payable in a lump sum payment, (ii) one hundred percent (100%) of the target bonus and a pro-rated percentage of his target bonus for the fiscal year in which the termination occurs, (iii) vesting of the prorated portion of the time-based equity that would have vested in the year in which the termination occurs, and (iv) twelve (12) months Company-paid health insurance under COBRA.
−Removed: If a named executive officer’s employment is terminated without cause or for good reason within twelve (12) months following a change of control of the Company, he or she will instead be eligible to receive, (i) one hundred and fifty percent (150%) months base salary, payable in a lump sum payment, (ii) a lump sum payment equal to the greater of:
−Removed: one hundred and fifty percent (150%) of the annual target bonus for the year of termination, or the year preceding the change of control, and (iii) one hundred percent of the named executive officers unvested and time-based equity awards will become vested in full;
−Removed: and (iv) upon a change of control, performance shares for the year of the change of control will convert to time-based shares and vest in full at target based on continued service through the end of the performance period, or upon earlier termination without “cause” or for “good reason”, and (v) if the named executive officers employment is terminated without cause or for good reason during the twelve (12) months post-change of control protection period he or she will receive acceleration of fifty percent (50%) of all remaining performance shares at target, and for United States executive officers, twelve (12) months Company-paid health insurance under COBRA.
−Removed: To receive the foregoing severance payments and benefits, the named executive officer would be required to enter into a separation and release agreement with the Company and continuing to comply with his existing confidentiality and restrictive covenant agreements.
−Removed: The Change of Control Agreement provides for an initial term through September 30, 2022 and for automatic renewal of additional one-year terms unless the Company or the named executive officer provides timely notice of non-renewal.
Directors, Executive Officers and Corporate Governance.
15 unchanged sentences
The information required by this Item for the Company will be set forth in Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders, which information is hereby incorporated herein by reference.
−Removed: Exhibits, Financial Statement Schedules.
+Added: Exhib its, Financial Statement Schedules.
The following documents are filed as a part of this Report:
12 unchanged sentences
October 2, 2019
+Added: Indenture, dated as of June 2, 2020, between Cerence Inc.
+Added: Bank, National Association, as Trustee.
+Added: Form of Global Note, representing Cerence Inc.’s 3.00% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
+Added: Description of Registrant's Securities
Tax Matters Agreement between Nuance Communications, Inc.
23 unchanged sentences
October 2, 2019
−Removed: Credit Agreement, dated as of October 1, 2019, among Cerence Inc., Barclays Bank PLC, as administrative agent, and the other lenders and financial institutions party thereto
−Removed: October 2, 2019
−Removed: Subsidiary Guarantee Agreement, dated as of October 1, 2019, among the subsidiaries of Cerence Inc.
−Removed: named therein and Barclays Bank PLC, as administrative agent
−Removed: October 2, 2019
−Removed: Collateral Agreement, dated as of October 1, 2019, among Cerence Inc., the subsidiary loan parties thereto and Barclays Bank PLC, as collateral agent
−Removed: October 2, 2019
Form of Change of Control and Severance Agreement - NEO
+Added: December 19, 2020
Indemnification Agreement
+Added: December 19, 2020
Restricted Stock Unit Award Agreement
Performance-Based Restricted Stock Unit Award Agreement
+Added: Credit Agreement, dated June 12, 2020, by and between Cerence Inc., the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent.
+Added: June 17, 2020
+Added: Subsidiary Guarantee Agreement, dated June 12, 2020, by and between certain domestic subsidiaries of Cerence, as subsidiary guarantors, and Wells Fargo Bank, N.A., as administrative agent.
+Added: June 17, 2020
+Added: Collateral Agreement, dated June 12, 2020, by and between Cerence Inc.
+Added: and certain subsidiaries of Cerence, as pledgors, and Wells Fargo Bank, N.A., as collateral agent.
+Added: June 17, 2020
+Added: Amendment No.
+Added: 1 to Cerence 2019 Equity Incentive Plan
Subsidiaries of the Registrant
−Removed: BDO USA, LLP, Independent Registered Public Accounting Firm.
+Added: Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.
Power of Attorney (including in signature pages hereto)
5 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: XBRL Instance Document
+Added: XBRL Taxonomy Extension Schema Document.
+Added: XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: XBRL Taxonomy Extension Definition Linkbase Document.
+Added: XBRL Taxonomy Extension Label Linkbase Document.
+Added: XBRL Taxonomy Extension Presentation Linkbase Document.
Management contract or compensatory plan or arrangement
2 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
−Removed: December 19, 2019
+Added: November 19, 2020
/s/ Sanjay Dhawan
8 unchanged sentences
Chief Executive Officer and Director
−Removed: December 19, 2019
+Added: November 19, 2020
Sanjay Dhawan
2 unchanged sentences
Chief Financial Officer
−Removed: December 19, 2019
+Added: November 19, 2020
Mark Gallenberger
2 unchanged sentences
Chairman of the Board
−Removed: December 19, 2019
+Added: November 19, 2020
/s/ Thomas Beaudoin
−Removed: December 19, 2019
+Added: November 19, 2020
Thomas Beaudoin
/s/ Marianne Budnik
−Removed: December 19, 2019
+Added: November 19, 2020
Marianne Budnik
/s/ Sanjay Jha
−Removed: December 19, 2019
+Added: November 19, 2020
/s/ Kristi Ann Matus
−Removed: December 19, 2019
+Added: November 19, 2020
Kristi Ann Matus
/s/ Alfred Nietzel
−Removed: December 19, 2019
+Added: November 19, 2020
Alfred Nietzel
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.