6 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Based on this evaluation, the Company’s management has concluded that, as of August 31, 2021, 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.
−Removed: 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.
+Added: Ernst & Young, LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of August 31, 2021, as stated in their report which is included herein.
Changes in Internal Control Over Financial Reporting
1 unchanged sentence
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Executive Officers and Corporate Governance
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 25, 2022 (the “2022 Annual Meeting Proxy Statement”).
−Removed: 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 2022 Annual Meeting Proxy Statement.
34 unchanged sentences
Amended and Restated Bylaws, as amended Exhibit 3.2 of the Registrant's Form 8-K filed on July 31, 2020
−Removed: Description of Registered Securities X
+Added: Description of Registered Securities Exhibit 4.1 to the Registrant's Form 10-K for the fiscal year ended August 31, 2020
Exhibit Description Incorporated Herein By Reference To Filed
2 unchanged sentences
Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on April 2, 2019
−Removed: 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
+Added: Outside Directors’ Deferred Compensation Plan (as amended and restated effective July 23, 2021) X
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
−Removed: Non-Qualified Deferred Compensation Plan (conformed through the first amendment) X
+Added: Non-Qualified Deferred Compensation Plan (conformed through the first amendment) Exhibit 10.4 to the Registrant's Form 10-K for the fiscal year ended August 31, 2020
2010 Employee Stock Purchase Plan Exhibit B to the Registrant's Definitive Proxy Statement, dated December 4, 2009
−Removed: (a) 2017 Omnibus Incentive Plan
−Removed: Exhibit A to the Registrant's Definitive Proxy Statement dated December 5, 2016
−Removed: (b) First Amendment to the 2017 Omnibus Incentive Plan
−Removed: Exhibit A to the Registrant's Definitive Proxy Statement dated December 4, 2017
+Added: Enerpac Tool Group Corp.
+Added: 2017 Omnibus Incentive Plan (as amended and restated November 9, 2020) Appendix A to the Proxy Statement on Schedule 14A filed by Enerpac Tool Group Corp.
+Added: on December 4, 2020
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
40 unchanged sentences
Rasetti dated April 12, 2018 Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended May 31, 2018.
−Removed: Retention Incentives Agreement, dated as of April 11, 2019, between Actuant Corporation and Roger A.
−Removed: 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
−Removed: Consent of PricewaterhouseCoopers LLP X
+Added: 23 (a) Consent of Ernst & Young LLP
+Added: (b) Consent of PricewaterhouseCoopers LLP
Power of Attorney See signature page of this report
17 unchanged sentences
POWER OF ATTORNEY
−Removed: KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randal W.
−Removed: Baker and Rick T.
+Added: KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul E.
+Added: Sternlieb 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.
1 unchanged sentence
Signature Title
−Removed: /s/ RANDAL W.
−Removed: BAKER President and Chief Executive Officer, Director
+Added: STERNLIEB President and Chief Executive Officer, Director
/s/ ALFREDO ALTAVILLA Director
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.