What changed in this filing

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Item 9A. Controls and Procedures

2023-11-29 compared with 2022-12-22 · 56 added, 20 removed, 149 unchanged (34% of the section changed)

4 unchanged sentences

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, Embecta’s internal control over financial reporting.

This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report from our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

In 2022, the Company commenced on the process of building a new ERP system to replace the existing systems provided by BD.

The ERP system is designed to accurately maintain the Company's financial records used to report operating results.

The implementation of the ERP will occur in phases.

The first phase of the ERP implementation began in the fourth quarter of 2023.

The Company will evaluate each quarter whether there are changes that materially affect, or are reasonably likely to materially affect our internal control over financial reporting.

Reports of Management

Management’s Responsibilities

The following financial statements have been prepared by management in conformity with U.S.

generally accepted accounting principles and include, where required, amounts based on the best estimates and judgments of management.

The integrity and objectivity of data in the financial statements and elsewhere in this Annual Report are the responsibility of management.

In fulfilling its responsibilities for the integrity of the data presented and to safeguard the Company’s assets, management employs a system of internal accounting controls designed to provide reasonable assurance, at appropriate cost, that the Company’s assets are protected and that transactions are appropriately authorized, recorded and summarized.

This system of control is supported by the selection of qualified personnel, by organizational assignments that provide appropriate delegation of authority and division of responsibilities, and by the dissemination of written policies and procedures.

This control structure is further reinforced by a program of internal audits, including a policy that requires responsive action by management.

The Board of Directors monitors the internal control system, including internal accounting and financial reporting controls, through its Audit Committee, which consists of three independent Directors.

The Audit Committee meets periodically with the independent registered public accounting firm, the internal auditors and management to review the work of each and to satisfy itself that they are properly discharging their responsibilities.

The independent registered public accounting firm and the internal auditors have full and free access to the Audit Committee and meet with its members, with and without management present, to discuss the scope and results of their audits including internal control, auditing and financial reporting matters.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Act of 1934, as amended.

Management conducted an assessment of the effectiveness of internal control over financial reporting based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on the Company's assessment of the effectiveness of internal control over financial reporting and the criteria noted above, management concluded that internal controls over financial reporting were effective as of September 30, 2023.

The financial statements and internal control over financial reporting have been audited by Ernst & Young LLP, an independent registered public accounting firm.

Ernst & Young’s reports with respect to fairness of the presentation of the financial statements, and the effectiveness of internal control over financial reporting, are included in Item 8.

Financial Statements and Supplementary Data.

Other Information.

5 unchanged sentences

The Code of Conduct is available at https://investors.embecta.com/corporate-governance/documents-charters.

To the extent required by the rules of the United States Securities and Exchange Commission (the “SEC”) or The Nasdaq Stock Market LLC, Embecta intends to satisfy the disclosure requirements regarding any amendment or waiver of our Code of Conduct by posting such information on our website.

To the extent required by the rules of the SEC or The Nasdaq Stock Market LLC, Embecta intends to satisfy the disclosure requirements regarding any amendment or waiver of our Code of Conduct by posting such information on our website.

Additional information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference.

23 unchanged sentences

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) **

3.1 Amended and Restated Certificate of Incorporation of the Company.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.)

3.1 Amended and Restated Bylaws of the Company adopted effective as of August 2, 2023.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 3, 2023.)

3.2 Amended and Restated Bylaws of the Company.

18 unchanged sentences

1 to Transition Services Agreement, dated as of July 1, 2022, by and between BD and the Company.

(Filed herewith.) **

(Incorporated by reference to the Company’s Annual Report on Form 10-K filed on December 22, 2022.) **

10.3 Tax Matters Agreement, dated as of March 31, 2022, by and between BD and the Company.

11 unchanged sentences

Directors’ Deferral Plan.

(Filed herewith.) (+)

(Incorporated by reference to the Company’s Annual Report on Form 10-K filed on December 22, 2022.) (+)

10.9 Form of Founders Grants under the Embecta Corp.

2022 Employee and Director Equity-Based Compensation Plan Terms and Conditions of Awards (April 1, 2022) (Filed herewith) (+)

2022 Employee and Director Equity-Based Compensation Plan Terms and Conditions of Awards (April 1, 2022) (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on December 22, 2022) (+)

10.10 Form of Non-Employee Directors RSU Award under the Embecta Corp.

2022 Employee and Director Equity-Based Compensation Plan Terms and Conditions of Awards (April 1, 2022) (Filed herewith) (+)

Form of Employee and Director PSU and RSU Awards under the 2022 Employee and Director Equity Based Compensation Plan and Conditions of Awards (November 26, 2022).

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2023.)

Letter Agreement, dated as of January 25, 2021, by and between BD and Devdatt Kurdikar.

20 unchanged sentences

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2022.) **

Amendment to Logistics Services Agreement, dated as of November 20, 2023, by and between BD and the Company.

(Filed herewith.)

Form of Distribution Agreement, dated as of March 31, 2022, by and between BD and the Company.

16 unchanged sentences

(Furnished herewith.)

97.1 Embecta Corp.

Do dd-Frank Cl awback Policy (Filed herewith .

97.2 Embecta Corp.

Supplemental Policy Regarding the Recovery of Compensation , Effective December 1 , 2023 (Filed herewith .

101 The following materials from this Annual Report on Form 10-K, formatted in iXBRL (Inline eXtensible Business Reporting Language):

14 unchanged sentences

President and Chief Executive Officer

December 22, 2022

(Principal Executive Officer)

November 29, 2023

/s/ JACOB ELGUICZE

1 unchanged sentence

Senior Vice President, Chief Financial Officer

December 22, 2022

(Principal Financial Officer)

November 29, 2023

/s/ BRIAN CAPONE

Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer)

November 29, 2023

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

LTG (Ret.) David F.

Melcher Director December 22, 2022

Melcher Director November 29, 2023

and Chairman of the Board

Albritton Director December 22, 2022

Albritton Director November 29, 2023

/s/ CARRIE L.

Anderson Director December 22, 2022

Anderson Director November 29, 2023

/s/ ROBERT (BOB) J.

Robert (Bob) J.

Hombach Director December 22, 2022

Hombach Director November 29, 2023

/s/ MILTON M.

1 unchanged sentence

Morris, Ph.D.

Director December 22, 2022

Director November 29, 2023

/s/ CLAIRE POMEROY, M.D.

Claire Pomeroy, M.D.

Director December 22, 2022

Prange Director December 22, 2022

Director November 29, 2023

Prange Director November 29, 2023

/s/ CHRISTOPHER R.

Christopher R.

Reidy Director December 22, 2022

Reidy Director November 29, 2023

/s/ DEVDATT KURDIKAR

Devdatt Kurdikar President and Chief Executive December 22, 2022

Devdatt Kurdikar President and Chief Executive November 29, 2023

/s/ JACOB ELGUICZE

Jacob Elguicze Senior Vice President, Chief December 22, 2022

Jacob Elguicze Senior Vice President, Chief November 29, 2023

Financial Officer

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