What changed in this filing

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Item 3. Legal Proceedings

2023-03-01 compared with 2022-02-22 · 47 added, 16 removed, 35 unchanged (64% of the section changed)

1 unchanged sentence

The information set forth under the heading “Other Contingencies” appearing in Note 10.

“Commitments and Contingencies,” to the Notes to Consolidated Financial Statements contained in PART IV, ITEM 15 of this report is incorporated herein by reference.

“Commitments and Contingencies,” to the Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of this report is incorporated herein by reference.

Mine Safety Disclosures.

2 unchanged sentences

The following table sets forth certain information with respect to our executive officers as of February 28, 2023:

Position with the Company

Executive Chairman

President and Chief Executive Officer

Senior Vice President, General Counsel and Secretary

Senior Vice President, Sales and Marketing

Senior Vice President, Chief Financial Officer and Treasurer

Executive Vice President, Commercial

Name Age Position with the Company

Berman 63 Executive Chairman

Olsen 51 President and Chief Executive Officer

Anderson 64 President, Heavy Duty

Braun 49 Senior Vice President, General Counsel and Secretary

Darby 55 Senior Vice President, Sales and Marketing

Hession 54 Senior Vice President, Chief Financial Officer and Treasurer

Leff 51 Senior Vice President, Chief Human Resources Officer

Long 55 Senior Vice President, Chief Information Officer

Luftig 49 Senior Vice President, Product

John McKnight 54 Senior Vice President, Operations

Berman became the Executive Chairman of the Company in September 2015.

6 unchanged sentences

Berman served as Executive Vice President of the Company.

As reported in the Company’s Form 8-K filed on February 24, 2023, Mr.

Berman will transition from the Company’s Executive Chairman to Non-Executive Chairman of the Company’s Board of Directors on April 1, 2023.

Olsen joined the Company in July 2016 as Senior Vice President and Chief Financial Officer.

5 unchanged sentences

Olsen performed public accounting work at PricewaterhouseCoopers LLP.

Olsen is also a director of Twin Disc, Inc., (Nasdaq:

TWIN), an international manufacturer and worldwide distributor of heavy-duty off-highway and marine power transmission equipment and related products.

Anderson joined the Company in August 2021 as President, Heavy Duty, in connection with the Company’s acquisition of Dayton Parts, a manufacturer and distributor of chassis and other parts for the heavy-duty vehicle sector of the aftermarket.

Anderson most recently served as President and Chief Executive Officer of Dayton Parts, a role that he held beginning in July 2016.

Prior to that time, Mr.

Anderson held roles of increasing responsibility within Dayton Parts and its predecessor, TRW Heavy Duty Parts, including as Product Engineer, Product Manager and Vice President of Manufacturing.

Braun joined the Company in April 2019 as Senior Vice President and General Counsel, and he was appointed Corporate Secretary in May 2019.

Prior to joining the Company, Mr.

Braun served as Chief Legal Officer and Corporate Secretary of Avantor, Inc., a leading, global provider of mission-critical products and services to customers in the life sciences and advanced technologies and applied materials industries.

Braun served as Chief Legal Officer and Corporate Secretary of Avantor, Inc., a leading, global provider of products and services to customers in the life sciences and advanced technologies and applied materials industries.

Prior to joining Avantor, he worked at Tyco International plc (now known as Johnson Controls International plc), a leading global provider of security, fire detection and suppression, and life safety products and services, where he served in positions of increasing responsibility, including, most recently, as Vice President, Mergers & Acquisitions.

4 unchanged sentences

Prior to joining the Company, Mr.

Darby worked for Federal Mogul Corporation/Moog

Automotive, an automotive parts supplier, beginning in 1990 and held positions in sales and marketing management .

Darby worked for Federal-Mogul Corporation/Moog Automotive, an automotive parts supplier, beginning in 1990 and held positions in sales and marketing management.

Hession joined the Company in February 2019 and was appointed to serve as the Company’s Senior Vice President and Chief Financial Officer effective March 2019.

4 unchanged sentences

Hession also previously held positions with Tradeout, Inc., a business-to-business Internet exchange for surplus inventory and fixed assets, and Xylum Corporation, a development stage medical device manufacturer, and he performed management consulting work for Ernst & Young, LLP and Peterson Consulting LP.

Kealey joined the Company in November 2002, as a Product Manager.

He became Executive Vice President, Commercial in June 2017.

He previously held the positions of Senior Vice President, Product from February 2011 through May 2017, Vice President – Product from January 2007 through January 2011, and Director – Product Management from April 2003 through December 2006.

Prior to joining the Company, Mr.

Kealey was employed by Eastern Warehouse Distributors, Inc., a distributor of automotive replacement parts, most recently as Vice President – Purchasing.

Leff joined the Company in April 2019 as Senior Vice President, Chief Human Resources Officer.

Prior to joining Dorman, Mr.

Leff held a variety of global divisional human resources roles at HP Inc.

and its subsequent spin‐off, Hewlett‐Packard Enterprise Company, both multinational information technology companies.

He served as Chief Human Resources Officer of Hewlett‐Packard Financial Services from March 2010 to March 2018 and Vice President of HPE Pointnext from March 2018 to April 2019.

Prior to that, Mr.

Leff held chief human resources officer roles and divisional human resource and employee relations roles within various publicly and privately held companies.

Leff began his career as a lawyer in a New Jersey County Prosecutor’s office and a New Jersey-based law firm.

Long joined the Company in April 2015 as Senior Vice President, Chief Information Officer.

Prior to joining the Company, she served as Chief Information Officer of Veritiv Corporation, a business-to-business provider of packaging, publishing, and hygiene products (“Veritiv”), from July 2014 to April 2015.

Veritiv was formed as a result of the merger of Unisource Worldwide, Inc., a distributor of printing paper, packaging and supplies (“Unisource”) with xpedx, a division of International Paper Co.

Prior to July 2014, Ms.

Long held roles of increasing responsibility within Unisource, including as its Chief Information Officer, and she previously was a Manager at Accenture plc, a professional services company.

Luftig joined the Company in December 2021 as Senior Vice President, Product.

Previously, he was the founder and Managing Partner of EBL Consulting LLC, a provider of executive management and leadership consulting services, from June 2020 to December 2021.

From October 2009 to June 2020, Mr.

Luftig served as Vice President and Marketing Officer for Victaulic Company, a leading producer of mechanical pipe joining solutions.

Prior to that, Mr.

Luftig served in various engineering, sales and marketing roles for publicly and privately held companies, including General Electric, a leader in the power, renewable energy, aviation and healthcare industries, and Nordson Corporation, a designer and manufacturer of dispensing equipment for consumer and industrial adhesives, sealants and coatings.

John McKnight joined the Company in November 2019 as Senior Vice President, Operations.

Prior to joining the Company, he served as Chief Operating Officer of Morgan Corporation, a leading producer of truck and van bodies in North America, from January 2019 to September 2019, and as Chief Operating Officer of

Consolidated Glass Holdings, Inc., a holding company for architectural, security, and custom glass and metal fabrication businesses, from September 2017 to July 2018.

Prior to September 2017, Mr.

McKnight held various roles with the Colfax Corporation, a diversified global manufacturing and engineering company ﴾“Colfax”﴿, including most recently as Executive Director of its Howden Industrial Fans division.

Before Colfax, he held various leadership roles with Danaher, a designer, manufacturer, and marketer of professional, medical, industrial, and commercial products and services.

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 3. Legal Proceedings