What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-12 compared with 2023-03-14 · 36 added, 49 removed, 148 unchanged (36% of the section changed)

12 unchanged sentences

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 31, 2022 evaluation date.

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 issuers 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 30, 2023 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.

11 unchanged sentences

The Eastern Company

Naugatuck, Connecticut

Shelton, Connecticut

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 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have audited The Eastern Company’s (the Company) internal control over financial reporting as of December 30, 2023, 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 30, 2023, 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 14, 2023, expressed an unqualified opinion.

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, shareholders’ equity, and cash flows of the Company, and our report dated March 12, 2024, 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 on Form 10-K.

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 Annual Report on Internal Control over Financial Reporting under Item 9A on Form 10-K.

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

25 unchanged sentences

The information concerning the Company’s Audit Committee is incorporated herein by reference to the information under the captions “Audit Committee Financial Expert” and “The Board of Directors and Committees” in the Proxy Statement.

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

The Audit Committee Charter is also available on the Company’s website at http://www.easterncompany.com by clicking on Governance in the “About Us” menu.

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

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 in the “About Us” menu.

The Code of Business Conduct and Ethics is available on the Company’s website at https://www.easterncompany.com/ by clicking on Governance in the “About Us” menu.

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.

1 unchanged sentence

Information concerning director and executive compensation is incorporated herein by reference to the information under the captions “Director Compensation in Fiscal 2023,” “Executive Compensation,” “Stock Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” and “Termination of Employment and Change in Control Arrangements” in the Proxy Statement.

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 in the “About Us” menu.

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

7 unchanged sentences

Equity compensation plans approved by security holders

43,300 $ 23.56 808,101

Equity compensation plans not approved by security holders

43,300 $ 23.56 808,101

Security ownership of certain beneficial owners and management:

5 unchanged sentences

Information regarding director independence is incorporated herein by reference to the information under the captions “Item No.1 – Election of Directors” and “The Board of Directors and Committees” in the Proxy Statement.

ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information concerning principal accountant fees and services is incorporated herein by reference to the information under the caption “Item No.

3 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.

ITEM 15 EXHIBITSAND FINANCIAL STATEMENT SCHEDULE

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

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

(1) Financial statements

Consolidated Balance Sheets — December 31, 2022 and January 1, 2022

Consolidated Statements of Income — Fiscal years ended December 31, 2022 and January 1, 2022

Consolidated Statements of Comprehensive Income — Fiscal years ended December 31, 2022 and January 1, 2022

Consolidated Statements of Shareholders’ Equity — Fiscal years ended December 31, 2022 and January 1, 2022

Consolidated Statements of Cash Flows — Fiscal years ended December 31, 2022 and January 1, 2022

Consolidated Balance Sheets — December 30, 2023 and December 31, 2022

Consolidated Statements of Income — Fiscal years ended December 30, 2023 and December 31, 2022

Consolidated Statements of Comprehensive Income — Fiscal years ended December 30, 2023 and December 31, 2022

Consolidated Statements of Shareholders’ Equity — Fiscal years ended December 30, 2023 and December 31, 2022

Consolidated Statements of Cash Flows — Fiscal years ended December 30, 2023 and December 31, 2022

Notes to Consolidated Financial Statements

2 unchanged sentences

Schedule II — Valuation and qualifying accounts begins on page [73] 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 those 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

5 unchanged sentences

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

Amended and Restated Employment Agreement, dated as of November 14, 2023, between the Company and Mark Anthony Hernandez (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed November 15, 2023).

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

1 unchanged sentence

001-35383), filed January 22, 2018.

Change in Control Agreement, dated as of March 8, 2021, between the Company and James P.

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

001-35383), filed March 12, 2021).

Termination Agreement, dated as of January 14, 2022, between the Company and James P.

Woidke (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 19, 2022).

Offer Letter, dated March 16, 2022, between the Company and Peter O’Hara (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2022 (SEC File No.

001-35383), filed May 9, 2022).

Termination Agreement, dated as of March 16, 2022, between the Company and Peter O’Hara (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed March 17, 2022).

Employment Agreement, dated as of January 9, 2023, between the Company and Mark Anthony Hernandez (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 13, 2023).

Offer Letter, dated February 1, 2023, between the Company and Nicholas Vlahos (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

Offer Letter, dated February 1, 2023, between the Company and Nicholas Vlahos (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A (SEC File No.

001-35383), filed February 6, 2023).

3 unchanged sentences

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.

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

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 as of August 30, 2019 among the Company, the lenders from time to time party thereto, and Santander Bank, N.A., as the administrative agent, an LC Issuer (as therein 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).

Pledge and Security Agreement, dated as of August 30, 2019 among the Company, certain of its subsidiaries (as grantors), 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).

Credit Agreement dated as of June 16, 2023 among the Company as Borrower, the Lenders signatory thereto and TD Bank, N.A., as the administrative agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed on June 20, 2023).

Pledge and Security Agreement, dated as of June 16, 2023 among the Company, certain of its subsidiaries (as grantors), and TD Bank, N.A., as administrative agent for the benefit of the Secured Creditors (as defined therein) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed on June 20, 2023).

Form of The Eastern Company Stock Award Agreement (filed herewith)

Subsidiaries of the Company (filed herewith).

2 unchanged sentences

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Letter to our shareholders from the Annual Report 2022 (filed herewith).

The Eastern Company Clawback Policy in the Event of a Financial Restatement (filed herewith).

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 30, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) the Consolidated Balance Sheets as of December 31, 2022 and January 1, 2022;

(ii) the Consolidated Statements of Income for the fiscal years ended December 31, 2022 and January 1, 2022;

(iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2022 and January 1, 2022;

(iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended December 31, 2022 and January 1, 2022;

(v) the Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2022 and January 1, 2022;

(i) the Consolidated Balance Sheets as of December 30, 2023 and December 31, 2022;

(ii) the Consolidated Statements of Income for the fiscal years ended December 30, 2023 and December 31, 2022;

(iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended December 30, 2023 and December 31, 2022;

(iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended December 30, 2023 and December 31, 2022;

(v) the Consolidated Statements of Cash Flows for the fiscal years ended December 30, 2023 and December 31, 2022;

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

1 unchanged sentence

* Management contract, compensatory plan or arrangement.

ITEM 16 FORM 10-K SUMMARY

The Eastern Company and Subsidiaries

1 unchanged sentence

Balance at Beginning

(1) Charged to Costs and Expenses

(2) Charged to Other Accounts-Describe

Charged to Costs

Charged to Other

Accounts-Describe

Balance at End

3 unchanged sentences

$ -163,132 (a)

Fiscal year ended January 1, 2022:

Fiscal year ended December 31, 2022:

Deducted from asset accounts:

Allowance for doubtful accounts

$ -72,000 (b)

$ -467,000 (a)

(a) Uncollectible accounts written off, net of recoveries.

(b) Disposed companies ending balances.

ITEM 16 FORM 10-K SUMMARY

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.

25 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