What changed in this filing

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Item 9A. Controls and Procedures

2020-10-26 compared with 2019-10-29 · 92 added, 113 removed, 65 unchanged (76% of the section changed)

2 unchanged sentences

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) as of the end of the period covered by this report.

Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, and reporting, within the time periods specified in the SEC's rules and forms, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

1 unchanged sentence

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, the Company’s management has concluded that, as of August 31, 2019 , the Company’s internal control over financial reporting was effective.

Management has excluded HTL Group from its assessment of internal control over financial reporting as of August 31, 2020 because it was acquired by the Company in a business purchase combination during fiscal 2020.

Total assets and total revenues from the acquired HTL Group business represent approximately 2% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended August 31, 2020.

Based on this evaluation, excluding HTL Group, the Company’s management has concluded that, as of August 31, 2020, the Company’s internal control over financial reporting was effective.

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

Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the Company’s effectiveness of internal controls over financial reporting as of August 31, 2019 , as stated in their report which is included herein.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of August 31, 2020, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting

3 unchanged sentences

Information about the Company’s directors is incorporated by reference from the “Election of Directors” section of the Company’s Proxy Statement for its Annual Meeting of Shareholders to be held on January 19, 2021 (the “2021 Annual Meeting Proxy Statement”).

Information about compliance with Section 16(a) of the Exchange Act is incorporated by reference from the “Other Information—Section 16(a) Beneficial Ownership Reporting Compliance” section in the Company’s 2020 Annual Meeting Proxy Statement.

Information about compliance with Section 16(a) of the Exchange Act is incorporated by reference from the “Other Information—Delinquent Section 16(a) Reports” section in the Company’s 2021 Annual Meeting Proxy Statement.

Information about the Company’s Audit Committee, including the members of the committee, and the Company’s Audit Committee financial experts, is incorporated by reference from the “Election of Directors” and “Corporate Governance Matters” sections of the Company’s 2021 Annual Meeting Proxy Statement.

4 unchanged sentences

Executive Compensation

The information required by this item is incorporated by reference from the “Election of Directors,” “Corporate Governance Matters” and the “Executive Compensation” sections (other than the subsection thereof entitled “Report of the Audit Committee”) of the 2020 Annual Meeting Proxy Statement.

The information required by this item is incorporated by reference from the “Election of Directors,” “Corporate Governance Matters,” “Executive Compensation” and "Non-Employee Director Compensation" sections (other than the subsection thereof entitled “Report of the Audit Committee”) of the 2021 Annual Meeting Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

10 unchanged sentences

See “Index to Financial Statement Schedule” set forth in Item 8, “Financial Statements and Supplementary Data.”

See “Index to Exhibits” beginning on page 74, which is incorporated herein by reference.

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.

A CTUANT C ORPORATION

/ S / RICK T.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

October 28, 2019

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randal W.

Baker and Rick T.

Dillon, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

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/ RANDAL W.

President and Chief Executive Officer, Director

/s/ ALFREDO ALTAVILLA

Alfredo Altavilla

PALMER CLARKSON

Palmer Clarkson

JAMES FERLAND

Chairman of the Board of Directors

James Ferland

/s/ RICHARD D.

/s/ SIDNEY S.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Vice President of Finance and Principal Accounting Officer

* Each of the above signatures is affixed as of October 28, 2019.

ACTUANT CORPORATION

(the “Registrant”)

(Commission File No.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED AUGUST 31, 2019

INDEX TO EXHIBITS

Incorporated Herein By Reference To

Furnished Herewith

Exhibit Description Incorporated Herein By Reference To Filed

Herewith Furnished Herewith

Securities Purchase Agreement, dated as of July 8, 2019, by and between Actuant Corporation, BRWS Parent LLC, Actuant France SAS and Actuant Holdings AB.

10 unchanged sentences

Exhibit 3.1 to the Registrant's Form 8-K filed on January 14, 2010

Amended and Restated Bylaws, as amended

Exhibit 3.1 of the Registrant's Form 8-K filed on July 23, 2015

Indenture dated April 16, 2012 by and among Actuant Corporation, the subsidiary guarantors named therein and U.S.

Bank National Association as trustee relating to $300 million Actuant Corporation 5 5 / 8 % Senior Notes due 2022

Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on April 18, 2012

Description of Registered Securities

Incorporated Herein By Reference To

Furnished Herewith

(f) Amendment of Amended and Restated Articles of Incorporation

Exhibit 3.1 to the Registrant's Form 8-K/A filed on January 30, 2020

Amended and Restated Bylaws, as amended Exhibit 3.2 of the Registrant's Form 8-K filed on July 31, 2020

Description of Registered Securities X

Exhibit Description Incorporated Herein By Reference To Filed

Herewith Furnished Herewith

Senior Credit Facility Agreement, dated March 29, 2019, between Actuant Corporation, the foreign subsidiary borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, Bank of America, N.A., SunTrustBank, and PNC Bank, National Association, as Co-Syndication Agents and BMO Harris Bank, N.A., as Documentation Agent.

Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on April 2, 2019

Outside Directors’ Deferred Compensation Plan (conformed through the second amendment)

Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended November 30, 2014

Actuant Corporation Deferred Compensation Plan (conformed through the fourth amendment)

Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended November 30, 2014

Actuant Corporation 2010 Employee Stock Purchase Plan

Exhibit B to the Registrant's Definitive Proxy Statement, dated December 4, 2009

(a) Actuant Corporation 2017 Omnibus Incentive Plan

Outside Directors’ Deferred Compensation Plan (conformed through the second amendment) Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended November 30, 2014

Deferred Compensation Plan (conformed through the fourth amendment) Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended November 30, 2014

Non-Qualified Deferred Compensation Plan (conformed through the first amendment) X

2010 Employee Stock Purchase Plan Exhibit B to the Registrant's Definitive Proxy Statement, dated December 4, 2009

(a) 2017 Omnibus Incentive Plan

Exhibit A to the Registrant's Definitive Proxy Statement dated December 5, 2016

(b) First Amendment to the Actuant Corporation 2017 Omnibus Incentive Plan

(b) First Amendment to the 2017 Omnibus Incentive Plan

Exhibit A to the Registrant's Definitive Proxy Statement dated December 4, 2017

Actuant Corporation 2009 Omnibus Incentive Plan, conformed through the Second Amendment thereto

Exhibit 99.1 to the Registrant's Form 8-K filed on January 17, 2013

(a) Amended and Restated Actuant Corporation 2001 Outside Directors’ Stock Plan

2009 Omnibus Incentive Plan, conformed through the Second Amendment thereto Exhibit 99.1 to the Registrant's Form 8-K filed on January 17, 2013

10.8* (a) Amended and Restated 2001 Outside Directors’ Stock Plan

Exhibit A to the Registrant's Definitive Proxy Statement, dated December 5, 2005

(b) First Amendment to the Amended and Restated Actuant Corporation 2001 Outside Directors’ Stock Plan dated December 25, 2008

Exhibit 10.10 to the Registrant's Form 10-Q for the quarter ended November 30, 2008

Actuant Corporation Supplemental Executive Retirement Plan (conformed through the first amendment)

(b) First Amendment to the Amended and Restated 2001 Outside Directors’ Stock Plan dated December 25, 2008

Exhibit 10.10 to the Registrant's Form 10-Q for the quarter ended November 30, 2008

Actuant Corporation Senior Officer Severance Plan

Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 31, 2019

Form of Indemnification Agreement for Directors and Officers

Exhibit 10.1 to the Registrant's Form 8-K filed on August 2, 2018

Incorporated Herein By Reference To

Furnished Herewith

Form of Amended and Restated Actuant Corporation Change in Control Agreement

Exhibit 10.1 to the Registrant’s Form 8-K filed on August 1, 2017

Actuant Corporation Executive Officer Bonus Plan

Exhibit B to the Registrant's Definitive Proxy Statement dated December 3, 2012

(a) Form of NQSO Award (Director) under Actuant Corporation 2009 Omnibus Incentive Plan*

Supplemental Executive Retirement Plan (conformed through the first amendment) Exhibit 10.3 to the Registrant's Form 10-Q for the quarter ended November 30, 2014

Senior Officer Severance Plan Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 31, 2019

Exhibit Description Incorporated Herein By Reference To Filed

Herewith Furnished Herewith

Form of Indemnification Agreement for Directors and Officers Exhibit 10.1 to the Registrant's Form 8-K filed on August 2, 2018

Form of Amended and Restated Change in Control Agreement Exhibit 10.1 to the Registrant’s Form 8-K filed on August 1, 2017

Executive Officer Bonus Plan Exhibit B to the Registrant's Definitive Proxy Statement dated December 3, 2012

10.14* (a) Form of NQSO Award (Director) under the 2009 Omnibus Incentive Plan*

Exhibit 10.1(a) to the Registrant's Form 10-Q for the quarter ended February 28, 2014

(b) Form of NQSO Award (Officer) under Actuant Corporation 2009 Omnibus Incentive Plan*

(b) Form of NQSO Award (Officer) under the 2009 Omnibus Incentive Plan*

Exhibit 10.1(b) to the Registrant's Form 10-Q for the quarter ended February 28, 2014

(a) Form RSA Award (Director) under Actuant Corporation 2009 Omnibus Incentive Plan*

10.15* (a) Form RSA Award (Director) under the 2009 Omnibus Incentive Plan*

Exhibit 10.2(a) to the Registrant's Form 10-Q for the quarter ended February 28, 2014

(b) Form of RSA Award (Officer) under Actuant Corporation 2009 Omnibus Incentive Plan*

(b) Form of RSA Award (Officer) under the 2009 Omnibus Incentive Plan*

Exhibit 10.2(b) to the Registrant's Form 10-Q for the quarter ended February 28, 2014

(a) Form of RSU Award (Director) under Actuant Corporation 2009 Omnibus Incentive Plan*

10.16* (a) Form of RSU Award (Director) under the 2009 Omnibus Incentive Plan*

Exhibit 10.3(a) to the Registrant's Form 10-Q for the quarter ended February 28, 2014

(b) Form of RSU Award (Officer) under Actuant Corporation 2009 Omnibus Incentive Plan*

(b) Form of RSU Award (Officer) under the 2009 Omnibus Incentive Plan*

Exhibit 10.3(b) to the Registrant's Form 10-Q for the quarter ended February 28, 2014

(a) Form RSA Award (Director) under Actuant Corporation 2017 Omnibus Incentive Plan

Exhibit 10.14 to the Registrant's Form 10-K for the fiscal year ended August 31, 2018

(a) Form of RSU Award (Director) under Actuant Corporation 2017 Omnibus Incentive Plan*

(a) Form RSA Award (Director) under the 2017 Omnibus Incentive Plan Exhibit 10.14 to the Registrant's Form 10-K for the fiscal year ended August 31, 2018

10.18* (a) Form of RSU Award (Director) under the 2017 Omnibus Incentive Plan*

Exhibit 10.15(a) to the Registrant's Form 10-K for the fiscal year ended August 31, 2018

(b) Form of RSU Award (Officer) under Actuant Corporation 2017 Omnibus Incentive Plan*

(b) Form of RSU Award (Officer) under the 2017 Omnibus Incentive Plan*

Exhibit 10.15(b) to the Registrant's Form 10-K for the fiscal year ended August 31, 2018

(a) Form of PSU Award - Total Shareholder Return (Officer) under Actuant Corporation 2017 Omnibus Incentive Plan*

10.19* (a) Form of PSU Award - Total Shareholder Return (Officer) under the 2017 Omnibus Incentive Plan*

Exhibit 10.16(a) to the Registrant's Form 10-K for the fiscal year ended August 31, 2018

(b) Form of PSU Award - Free Cash Flow (Officer) under Actuant Corporation 2017 Omnibus Incentive Plan*

(b) Form of PSU Award - Free Cash Flow (Officer) under the 2017 Omnibus Incentive Plan*

Exhibit 10.16(b) to the Registrant's Form 10-K for the fiscal year ended August 31, 2018

Exhibit Description Incorporated Herein By Reference To Filed

Herewith Furnished Herewith

Offer letter dated February 24, 2016 between Actuant Corporation and Randal W.

Exhibit 10.1 to the Registrant's Form 8-K filed on March 1, 2016

Incorporated Herein By Reference To

Furnished Herewith

Baker Exhibit 10.1 to the Registrant's Form 8-K filed on March 1, 2016

Offer Letter by and between Actuant Corporation and Rick T.

Exhibit 10.1 to Registrant's Form 8-K filed on November 18, 2016

Offer Letter by and between Actuant Corporation and André L.

Williams dated September 11, 2017

Exhibit 10.23 of the Registrant’s Form 10-K for the fiscal year ended August 31, 2017

Offer letter by and between Actuant Corporation and John Jeffery Schmaling dated January 18, 2018

Exhibit 10.3 of the Registrant's Form 10-Q for the quarter ended February 28, 2018.

Offer letter by and between Actuant Corporation and John Jeffery Schmaling dated January 18, 2018 Exhibit 10.3 of the Registrant's Form 10-Q for the quarter ended February 28, 2018.

Offer letter by and between Actuant Corporation and Fabrizio R.

Rasetti dated April 12, 2018

Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended May 31, 2018.

Rasetti dated April 12, 2018 Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended May 31, 2018.

Retention Incentives Agreement, dated as of April 11, 2019, between Actuant Corporation and Roger A.

Exhibit 10.2 of the Registrant's Form 10-Q for the quarter ended May 31, 2019

Retirement Agreement and Release dated as of July 17, 2019 between Actuant Corporation and André L.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 22, 2019

Agreement by and between Actuant Corporation and Southeastern Capital Management dated March 20, 2018

Exhibit 10.1 of Registrant's Form 8-K filed on March 21, 2018

Code of Ethics Applicable to Senior Financial Executives

Exhibit 14 of the Registrant’s Form 10-K for the fiscal year ended August 31, 2017

Subsidiaries of the Registrant

Consent of PricewaterhouseCoopers LLP

Power of Attorney

See signature page of this report

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated Herein By Reference To

Furnished Herewith

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following materials from the Actuant Corporation Form 10-K for the year ended August 31, 2019 formatted in Extensible Business Reporting Language (XBRL):

Roundhouse Exhibit 10.2 of the Registrant's Form 10-Q for the quarter ended May 31, 2019

Code of Ethics Applicable to Senior Financial Executives Exhibit 14 of the Registrant’s Form 10-K for the fiscal year ended August 31, 2017

Subsidiaries of the Registrant X

Consent of PricewaterhouseCoopers LLP X

Power of Attorney See signature page of this report

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X

Exhibit Description Incorporated Herein By Reference To Filed

Herewith Furnished Herewith

The following materials from the Enerpac Tool Group Corp.

Form 10-K for the year ended August 31, 2020 formatted in Inline Extensible Business Reporting Language (Inline XBRL):

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

* Management contract or compensatory plan or arrangement.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101) X

Form 10-K Summary

ENERPAC TOOL GROUP CORP.

/ S / RICK T.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

October 26, 2020

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randal W.

Baker and Rick T.

Signature Title

/s/ RANDAL W.

BAKER President and Chief Executive Officer, Director

/s/ ALFREDO ALTAVILLA Director

Alfredo Altavilla

/s/ JUDY ALTMAIER Director

Judy Altmaier

PALMER CLARKSON Director

Palmer Clarkson

CUNNINGHAM Director

JAMES FERLAND Chairman of the Board of Directors

James Ferland

/s/ RICHARD D.

HOLDER Director

/s/ SIDNEY S.

SIMMONS Director

DILLON Executive Vice President and Chief Financial Officer (Principal Financial Officer)

JOHNSON Vice President of Finance and Principal Accounting Officer

* Each of the above signatures is affixed as of October 26, 2020.

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