What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-16 compared with 2020-03-05 · 91 added, 136 removed, 81 unchanged (74% of the section changed)

CONTROLS AND PROCEDURES

ITEM 9A CONTROLS AND PROCEDURES

Management’s Responsibility for Financial Statements

Management is responsible for the integrity and objectivity of all information presented in this Annual Report on Form 10-K.

The consolidated financial

statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management’s best estimates and judgments.

Management believes the consolidated financial statements

fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company’s financial position and results of operations.

The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the independent registered public

accountants, Fiondella, Milone & LaSaracina LLP, the internal auditors and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort.

Committee is responsible for the engagement of the independent registered public accountants.

Management is responsible for the integrity and objectivity of all information presented in this Form 10-K.

The consolidated financial statements were prepared in conformity with U.S.

GAAP and include amounts based on management’s best estimates and judgments.

Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company’s financial position and results of operations.

The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the independent registered public accountants, Fiondella, Milone & LaSaracina LLP, the internal auditors and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort.

The Audit Committee is responsible for the engagement of the independent registered public accountants.

The independent registered public accountants and internal auditors have access to the Audit Committee.

Evaluation of Disclosure Controls and Procedures

As of the end of the fiscal year ended December 28, 2019, the Company carried out an evaluation, under the supervision and with the participation of the

Company’s management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule

As defined in Exchange Act Rules 240.13a-15(e) and 240.15d-15(e), “the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the

issuer in the reports that it files or submits under the Exchange Act (15 U.S.C.

As of the end of the fiscal year ended January 2, 2021, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 240.13a-15.

78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including

its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.” Based upon that evaluation, the CEO and CFO concluded that the Company’s

current disclosure controls and procedures were effective as of the December 28, 2019 evaluation date.

The Company believes that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls

system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

The Company’s disclosure controls and procedures are designed to provide

reasonable assurance of achieving their objectives, and the CEO and CFO have concluded that these controls and procedures are effective at the “reasonable assurance” level.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.” Based upon that evaluation, the CEO and CFO concluded that the Company’s current disclosure controls and procedures were effective as of the January 2, 2021evaluation date.

The Company believes that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the CEO and CFO have concluded that these controls and procedures are effective at the “reasonable assurance” level.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in

Exchange Act Rules 240.13a-15(f) and 240.15d-15(f), Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based

on the framework in Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under this framework, our management

concluded that our control over financial reporting was effective as of December 28, 2019.

The Company’s registered public accounting firm, Fiondella, Milone & LaSaracina LLC, has issued an attestation report on the Company’s internal control over

financial reporting.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 240.13a-15(f) and 240.15d-15(f).

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under this framework, our management concluded that our control over financial reporting was effective as of January 2, 2021.

The Company’s registered public accounting firm, Fiondella, Milone & LaSaracina LLP, has issued an attestation report on the Company’s internal control over financial reporting.

The attestation report is set forth below in this Item 9A.

Changes in Internal Control over Financial Reporting

During the fourth quarter of 2019, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are

reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fourth quarter of 2020, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

Opinion on Internal Control over Financial Reporting

We have audited The Eastern Company’s (the Company’s) internal control over financial reporting as of December 28, 2019,

based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in

all material respects, effective internal control over financial reporting as of December 28, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the consolidated balance sheets and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows of the Company, and our report dated March 5, 2020, expressed an unqualified opinion.

We have audited The Eastern Company’s (the Company’s) internal control over financial reporting as of January 2, 2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 2, 2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows of the Company, and our report dated March 16, 2021, expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting under Item 9A.

Our responsibility is to express an opinion on the Company’s

internal control over financial reporting based on our audit.

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting under Item 9A.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the

applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform

the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal

control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other

procedures as we considered necessary in the circumstances.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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, or that the degree of compliance with the policies or procedures may deteriorate.

/s/Fiondella, Milone & LaSaracina LLP

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, or that the degree of compliance with the policies or procedures may deteriorate.

Fiondella, Milone & LaSaracina LLP

2 unchanged sentences

ITEM 9B OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information concerning directors is incorporated herein by reference to the Company’s definitive proxy statement (the

“Proxy Statement”) for the 2020 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after

December 28, 2019, under the captions “Item No.

1 – Election of Directors” and “Director Compensation in Fiscal Year 2019”.

The information concerning the Company’s executive officers is incorporated herein by reference to the Proxy Statement under the captions “Executive

Compensation”, “Stock Based Awards”, “Outstanding Equity Awards at Fiscal Year-End”, and “Termination of Employment and Change in Control Arrangements”.

The information concerning the Company’s Audit Committee is incorporated herein by reference to the Proxy Statement under the captions “Audit Committee

Financial Expert”, “Report of the Audit Committee” and “The Board of Directors and Committees”.

The Audit Committee Charter is also available on the Company’s website at http:// www.easterncompany.com by clicking on Corporate Governance.

The information concerning compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to our Proxy Statement under the caption

“Delinquent Section 16(a) Reports”.

The Company’s Board of Directors has adopted a Code of Business Conduct and Ethics that applies to the Company’s Chief Executive Officer, Chief Financial

Officer and the Company’s other financial professionals.

The Code of Business Conduct and Ethics is available on the Company’s website at http://www.easterncompany.com by clicking on Corporate Governance.

EXECUTIVE COMPENSATION

Information concerning director and executive compensation is incorporated herein by reference to portions of the Proxy Statement under the captions

“Director Compensation in Fiscal Year 2019”, “Executive Compensation”, “Stock Options”, “Outstanding Equity Awards at Fiscal 2019 Year-End”, and “Termination of Employment and Change in Control Arrangements”.

The Compensation Committee of the Board of

Directors operates under the Compensation Committee Charter, which can be found on the Company’s website at http://www.easterncompany.com by clicking on Corporate Governance.

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information concerning directors is incorporated herein by reference to the Company’s definitive proxy statement (the “Proxy Statement”) for the 2021 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after January 2, 2021, under the captions “Item No.

1 – Election of Directors” and “Director Compensation in Fiscal 2020.”

The information concerning the Company’s executive officers is incorporated herein by reference to the Proxy Statement under the captions “Executive Compensation,” “Stock Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” and “Termination of Employment and Change in Control Arrangements.”

The information concerning the Company’s Audit Committee is incorporated herein by reference to the Proxy Statement under the captions “Audit Committee Financial Expert,” “Report of the Audit Committee” and “The Board of Directors and Committees.” The Audit Committee Charter is also available on the Company’s website at http://www.easterncompany.com by clicking on Corporate Governance.

The information concerning compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to our Proxy Statement under the caption “Delinquent Section 16(a) Reports.”

The Company’s Board of Directors has adopted a Code of Business Conduct and Ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer and the Company’s other financial professionals.

The Code of Business Conduct and Ethics is available on the Company’s website at https://www.easterncompany.com/ by clicking on Corporate Governance.

We intend to disclose any amendment or waiver to the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions, on our website within four business days after such amendment or waiver.

ITEM 11 EXECUTIVE COMPENSATION

Information concerning director and executive compensation is incorporated herein by reference to portions of the Proxy Statement under the captions “Director Compensation in Fiscal 2020,” “Executive Compensation,” “Stock Options,” “Outstanding Equity Awards at Fiscal Year-End,” and “Termination of Employment and Change in Control Arrangements.” The Compensation Committee of the Board of Directors operates under the Compensation Committee Charter, which can be found on the Company’s website at https://www.easterncompany.com/ by clicking on Corporate Governance.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding securities authorized for issuance under the Company’s equity compensation plans as of January 2, 2021, consisting of the Company’s 2020 Executive Stock Incentive Plan (the “2020 Plan”).

Equity Compensation Plan Information

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Security ownership of certain beneficial owners and management:

Information concerning security ownership of certain beneficial owners is incorporated herein by reference to the Proxy Statement under the caption “Security Ownership of Certain Beneficial Shareholders and Management”.

“Stock Based Awards”, “Options Exercised in Fiscal 2019”, and “Outstanding Equity Awards at Fiscal Year-End”.

Information concerning security ownership of management is incorporated herein by reference to the Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management”, “Executive Compensation”, “Stock Based Awards”, “Options Exercised in Fiscal 2020”, and “Outstanding Equity Awards at Fiscal Year-End”.

See also the equity compensation plan information in Item 5 of this Form 10-K.

Changes in Control

DIRECTOR INDEPENDENCE

Information regarding director independence is incorporated herein by reference to the Company’s Proxy Statement to be filed with the SEC pursuant to

Regulation 14A not later than 120 days after December 28, 2019 under the captions “Item No.1 – Election of Directors” and “The Board of Directors and Committees”.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information concerning principal accountant fees and services is incorporated herein by reference to the Company’s Proxy Statement to be filed with the SEC

pursuant to Regulation 14A not later than 120 days after December 28, 2019 under the caption “Item No.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding director independence is incorporated herein by reference to the Company’s Proxy Statement to be filed with the SEC pursuant to Regulation 14A not later than 120 days after January 2, 2021 under the captions “Item No.1 – Election of Directors” and “The Board of Directors and Committees”.

ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

Information concerning principal accountant fees and services is incorporated herein by reference to the Company’s Proxy Statement to be filed with the SEC pursuant to Regulation 14A not later than 120 days after January 2, 2021 under the caption “Item No.

3 – Ratification of Appointment of Independent Registered Public Accounting Firm”.

EXHIBITS, FINANCIAL STATEMENT SCHEDULE

(a) Documents filed as part of this Form 10-K:

ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULE

Documents filed as part of this Form 10-K:

Financial statements

Consolidated Balance Sheets — December 28, 2019 and December 29, 2018………..……

Consolidated Statements of Income — Fiscal years ended December 28, 2019,

December 29, 2018………………………………………………..………………………….

Consolidated Statements of Comprehensive Income — Fiscal years ended

December 28, 2019, December 29, 2018…………………………………………………….

Consolidated Statements of Shareholders’ Equity — Fiscal years ended

December 28, 2019, December 29, 2018………………………….…………………………

Consolidated Statements of Cash Flows — Fiscal years ended December 28, 2019,

December 29, 2018……………..……………………………………………………………

Consolidated Balance Sheets — January 2, 2021 and December 28, 2019

Consolidated Statements of Income — Fiscal years ended January 2, 2021, December 28, 2019

Consolidated Statements of Comprehensive Income — Fiscal years ended January 2, 2021, December 28, 2019

Consolidated Statements of Shareholders’ Equity — Fiscal years ended January 2, 2021, December 28, 2019

Consolidated Statements of Cash Flows — Fiscal years ended January 2, 2021, December 28, 2019

Notes to Consolidated Financial Statements

2 unchanged sentences

Schedule II — Valuation and qualifying accounts begins on page [77] of this Form 10-K.

Schedules other than that

listed above have been omitted because the required information is contained in the financial statements and notes thereto, or because such schedules are not required or applicable.

Schedules other than that listed above have been omitted because the required information is contained in the financial statements and notes thereto, or because such schedules are not required or applicable.

Exhibit Index

Exhibits to this Form 10-K listed but not included herein will be provided upon written request sent to the Company’s executive offices.

Asset Purchase Agreement, dated June 2, 2018, by and among the Company and Load N Lock Systems, Inc.

(incorporated

herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383) filed on June 4, 2018).

Associated Toolmakers Limited, TVV Capital Partners III, L.P., TVV Capital Partners III-A, L.P, Alan Scheidt, Todd Riley, Clinton Hyde and Big 3 Holdings, LLC, as the initial Seller Representative (incorporated herein by reference to Exhibit

2.1 to the Company’s Current Report on Form 8-K (SEC File No.

Stock Purchase Agreement dated August 30, 2019, among the Company, Eastern Engineered Systems, Inc., Big 3 Holdings, LLC, Big 3 Precision Mold Services, Inc., Industrial Design Innovations, LLC, Sur-Form, LLC, Associated Toolmakers Limited, TVV Capital Partners III, L.P., TVV Capital Partners III-A, L.P, Alan Scheidt, Todd Riley, Clinton Hyde and Big 3 Holdings, LLC, as the initial Seller Representative (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383) filed on September 3, 2019).

Restated Certificate of Incorporation of the Company (conformed copy) (filed herewith).

Amended and Restated By-Laws of the Company, as Amended through April 27, 2016 (conformed copy) (filed herewith).

Restated Certificate of Incorporation of the Company (conformed copy) (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2020 (SEC File No.

001-35383) filed on May 6, 2020).

Amended and Restated By-Laws of the Company, as Amended through April 27, 2016 (conformed copy) (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2020 (SEC File No.

001-35383) filed on May 6, 2020).

Description of Securities (filed herewith).

Amended and Restated Employment Agreement, dated as of January 1, 2018, between the Company and August M.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

Vlak (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed January 22, 2018).

The Company’s Directors’ Fee Program, effective as of October 1, 1996 (incorporated herein by reference to the Company’s

Registration Statement on Form S-8, as amended (SEC File No.

The Company’s Directors’ Fee Program, effective as of October 1, 1996 (incorporated herein by reference to the Company’s Registration Statement on Form S-8, as amended (SEC File No.

333-21351) filed on February 7, 1997).

The Company’s 2010 Executive Stock Incentive Plan, effective July 20, 2010 (incorporated herein by reference

to Exhibit 4a to the Company’s Registration Statement on Form S-8 (SEC File No.

The Company’s 2010 Executive Stock Incentive Plan, effective July 20, 2010 (incorporated herein by reference to Exhibit 4a to the Company’s Registration Statement on Form S-8 (SEC File No.

333-169169), filed on September 2, 2010).

(incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (SEC File No.

The Company’s 2020 Executive Stock Incentive Plan, effective February 19, 2020 (incorporated herein by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (SEC File No.

333-238565), filed on May 21, 2020).

Credit Agreement dated August 30, 2019 among the Company, the lenders from time to time party hereto), and Santander Bank, N.A., as the administrative agent, an LC Issuer (as there defined), and as the Swing Line Lender (as therein defined) (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed on September 3, 2019).

(incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (SEC File No.

Pledge and Security Agreement, dated August 30, 2019 among the Company, certain of its Subsidiaries (as defined therein), and Santander Bank, N.A., as administrative agent for the benefit of the Secured Creditors (as defined therein) (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed on September 3, 2019).

4 unchanged sentences

Letter to our shareholders from the Annual Report 2020 (filed herewith).

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 28, 2019, formatted in Inline Extensible Business Reporting Language (XBRL):

(i) the Consolidated Balance Sheets

as of December 28, 2019 and December 29, 2018;

(ii) the Consolidated Statements of Income for the fiscal years ended December 28, 2019 and December 29, 2018;

(iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended

December 28, 2019 and December 29, 2018;

(iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended December 28, 2019 and December 29, 2018;

(v) the Consolidated Statements of Cash Flows for the fiscal years ended

December 28, 2019 and December 29, 2018;

The following materials from the Company’s Annual Report on Form 10-K for the year ended January 2, 2021, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) the Consolidated Balance Sheets as of January 2, 2021 and December 28, 2019;

(ii) the Consolidated Statements of Income for the fiscal years ended January 2, 2021 and December 28, 2019;

(iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended January 2, 2021 and December 28, 2019;

(iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended January 2, 2021 and December 28, 2019;

(v) the Consolidated Statements of Cash Flows for the fiscal years ended January 2, 2021 and December 28, 2019;

and (vi) the Notes to the Consolidated Financial Statements (filed herewith).

* Management contract, compensatory plan or arrangement.

FORM 10-K SUMMARY

ITEM 16 FORM 10-K SUMMARY

The Eastern Company and Subsidiaries

5 unchanged sentences

Balance at End

Fiscal year ended December 28, 2019:

Fiscal year ended January 2, 2021:

Deducted from asset accounts:

Allowance for doubtful accounts

$ -24,000 (c)

Fiscal year ended December 28, 2019:

3 unchanged sentences

Acquired company opening balance.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

Disposed companies ending balance.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 16, 2021

THE EASTERN COMPANY

By /s/ John L.

Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities 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.

Pursuant to the requirements of the Securities 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.

/s/ August M.

March 16, 2021

President, Chief Executive Officer and Director

President, Chief Executive Officer and Director (Principal Executive Officer)

March 16, 2021

Vice President and Chief Financial Officer

(Principal Financial Officer and Principal

Accounting Officer)

March 16, 2021

10 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.

What changed 10-K

Item 9A. Controls and Procedures