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Item 9A. Controls and Procedures

2022-10-25 compared with 2021-10-25 · 34 added, 21 removed, 132 unchanged (29% of the section changed)

16 unchanged sentences

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”).

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.

Information about the Company’s directors is incorporated by refe rence from the “Proposal I:

Election of Directors” section of the Company’s Proxy Statement for its Annual Meeting of Shareholders to be held on February 3, 2023 (the “2023 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 “Proposal I:

Election of Directors” and “Corporate Governance Matters” sections of the Company’s 2023 Annual Meeting Proxy Statement.

Information with respect to the timeliness of filings by directors and executive officers of reports required under Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated by reference from the "Delinquent Section 16(a) Reports" section of the 2023 Annual Meeting Proxy Statement.

Information about the Company’s executive officers required by this item is contained in the discussion entitled “Executive Officers of the Registrant” in Part I hereof.

3 unchanged sentences

Executive Compensation

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 2022 Annual Meeting Proxy Statement.

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

26 unchanged sentences

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

Amended and Restated Bylaws, as amended Exhibit 3.1 of the Registrant's Form 8-K filed on August 1, 2022

Description of Registered Securities Exhibit 4.1 to the Registrant's Form 10-K for the fiscal year ended August 31, 2020

1 unchanged sentence

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 (as amended and restated effective July 23, 2021) X

Credit Agreement dated as of September 9, 2022 among Enerpac Tool Group Corp., the initial subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as administrative agent Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 15, 2022

Outside Directors’ Deferred Compensation Plan (as amended and restated effective July 23, 2021) Exhibit 10.2 to the Registrant's Form 10-K for the fiscal year ended August 31, 2021

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

11 unchanged sentences

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

Exhibit Description Incorporated Herein By Reference To Filed

Herewith Furnished Herewith

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

20 unchanged sentences

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

Letter agreement dated September 22, 2021 between Paul E.

Sternlieb and Enerpac Tool Group Corp.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 29, 2021

Exhibit Description Incorporated Herein By Reference To Filed

Herewith Furnished Herewith

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

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 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.

Letter agreement dated May 4, 2022 between Anthony P.

Colucci and Enerpac Tool Group Corp.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 9, 2022

Letter agreement dated December 6, 2021 between Scott Vuchetich and Enerpac Tool Group Corp.

Letter agreement dated January 19, 2022 between Benjamin J.

Topercer and Enerpac Tool Group Corp.

Letter agreement dated September 23, 2021 between Randal W.

Baker and Enerpac Tool Group Corp.

Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on September 29, 2021

Letter agreement dated January 30, 2022 between Rick T.

Dillon and Enerpac Tool Group Corp.

Exhibit 10.1 to the Registrant's Current Report 8-K filed on January 31, 2022

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

11 unchanged sentences

Form 10-K for the year ended August 31, 2022 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.

(i) the Consolidated Statements of Earnings, (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.

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

2 unchanged sentences

ENERPAC TOOL GROUP CORP.

/ S / RICK T.

/ S / ANTHONY P.

Executive Vice President and Chief Financial Officer

3 unchanged sentences

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

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.

Sternlieb, Anthony P.

Colucci and James P.

Denis, 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.*

10 unchanged sentences

James Ferland

MINELLA Director

/s/ RICHARD D.

2 unchanged sentences

SIMMONS Director

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

/s/ ANTHONY P.

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

JOHNSON Vice President of Finance and Principal Accounting Officer

1 unchanged sentence

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