5 unchanged sentences
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.
−Removed: 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.
+Added: The Audit Committee, 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.
18 unchanged sentences
The Eastern Company
−Removed: Shelton, Connecticut
+Added: Naugatuck, Connecticut
Opinion on Internal Control over Financial Reporting
1 unchanged sentence
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
−Removed: 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.
+Added: 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 11, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
29 unchanged sentences
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.
+Added: The information concerning the Company’s insider trading policy, a copy of which is filed as Exhibit 19 to this Form 10-K, is incorporated herein by reference to the information under the caption “Insider Trading Policy” 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.
24 unchanged sentences
3 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.
−Removed: ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
−Removed: (a) Documents filed as part of this Form 10-K:
+Added: ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
+Added: Documents filed as part of this Form 10-K:
Financial statements
17 unchanged sentences
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.
−Removed: 001-35383), filed November 15, 2023).
−Removed: Amended and Restated Employment Agreement, dated as of January 1, 2018, between the Company and August M.
−Removed: Vlak (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.
−Removed: 001-35383), filed January 22, 2018.
+Added: 001-35383), filed on November 15, 2023).
+Added: Separation Agreement and General Release, dated November 4, 2024, 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.
+Added: 001-35383), filed on November 8, 2024).
+Added: Employment Agreement, effective as of November 6, 2024, between the Company and Ryan Schroeder (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No.
+Added: 001-35383), filed on November 8, 2024).
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.
−Removed: 001-35383), filed February 6, 2023).
+Added: 001-35383), filed on February 6, 2023).
Severance Agreement, dated as of February 1, 2023, between the Company and Nicholas Vlahos (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No.
−Removed: 001-35383), filed February 6, 2023).
+Added: 001-35383), filed on February 6, 2023).
The Company’s Directors’ Fee Program, effective as of October 1, 1996 (incorporated herein by reference to Exhibit 4(a) to the Company’s Registration Statement on Form S-8, as amended (SEC File No.
6 unchanged sentences
001-35383), filed on June 20, 2023).
−Removed: Form of The Eastern Company Stock Award Agreement (filed herewith)
+Added: Form of The Eastern Company Stock Award Agreement (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K (SEC File No.
+Added: 001-35383), filed on March 12, 2024)
+Added: Form of Award Agreement – Performance-Based Stock Awards (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.
+Added: 001-35383), filed on May 16, 2024).
+Added: Form of Award Agreement – Non-Qualified Stock Options (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No.
+Added: 001-35383), filed on May 16, 2024).
+Added: The Eastern Company Insider Trading Policy (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).
−Removed: The Eastern Company Clawback Policy in the Event of a Financial Restatement (filed herewith).
+Added: The Eastern Company Clawback Policy in the Event of a Financial Restatement (incorporated herein by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K (SEC File No.
+Added: 001-35383) filed on March 12, 2024).
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 28, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL):
11 unchanged sentences
(1) Charged to Costs
−Removed: Charged to Other
−Removed: Accounts-Describe
+Added: (2) Charged to Other Accounts-Describe
Balance at End
2 unchanged sentences
Allowance for doubtful accounts
−Removed: $ -163,132 (a)
Fiscal year ended December 30, 2023:
11 unchanged sentences
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.
+Added: /s/ Ryan Schroeder
March 11, 2025
−Removed: President, Chief Executive Officer, and
−Removed: Director (Principal Executive Officer)
+Added: Ryan Schroeder
+Added: President, Chief Executive Officer
+Added: (Principal Executive Officer)
/s/ Nicholas Vlahos
15 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.