13 unchanged sentences
Other Information
+Added: During the three months ended August 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
2 unchanged sentences
Information about the Company’s directors is incorporated by refe rence from the “Proposal I:
−Removed: 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”).
+Added: Election of Directors” section of the Company’s Proxy Statement for its Annual Meeting of Shareholders to be held on January 25, 2024 (the “2024 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 2024 Annual Meeting Proxy Statement.
−Removed: 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.
+Added: 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 "Other Information—Delinquent Section 16(a) Reports" section of the 2024 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
−Removed: 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 of the 2023 Annual Meeting Proxy Statement.
+Added: The information required by this item is incorporated by reference from the “Election of Directors,” “Corporate Governance Matters,” “Executive Compensation” (other than the information appearing under the heading "Pay Versus Performance") and "Non-Employee Director Compensation" sections of the 2024 Annual Meeting Proxy Statement.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 unchanged sentence
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item is incorporated by reference from the “Certain Relationships and Related Party Transactions” section of the 2023 Annual Meeting Proxy Statement.
+Added: The information required by this item is incorporated by reference from the “Corporate Governance Matters—Certain Relationships and Related Party Transactions” section of the 2024 Annual Meeting Proxy Statement.
Principal Accountant Fees and Services
The information required by this item is incorporated by reference from the “Other Information—Independent Public Accountants” section of the 2024 Annual Meeting Proxy Statement.
−Removed: Exhibits, Financial Statement Schedules
+Added: Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
64 unchanged sentences
Exhibit 10.16(b) to the Registrant's Form 10-K for the fiscal year ended August 31, 2018
+Added: 10.20* (a) Form of Restricted Stock Unit (RSU) agreement under the 2017 Omnibus Incentive Plan (Special Executive Grant)
+Added: Exhibit 10.1 to the Registrant's Form 8-K filed on September 1, 2023
+Added: Exhibit Description Incorporated Herein By Reference To Filed
+Added: Herewith Furnished Herewith
+Added: (b) Form of Performance Share Award agreement under the 2017 Omnibus Incentive Plan (Special Executive Grant)
+Added: Exhibit 10.2 to the Registrant's Form 8-K filed on September 1, 2023
Letter agreement dated September 22, 2021 between Paul E.
1 unchanged sentence
Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 29, 2021
−Removed: Exhibit Description Incorporated Herein By Reference To Filed
−Removed: Herewith Furnished Herewith
Letter agreement dated May 4, 2022 between Anthony P.
Colucci and Enerpac Tool Group Corp.
−Removed: Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 9, 2022
−Removed: 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.
−Removed: Letter agreement dated September 23, 2021 between Randal W.
−Removed: Baker and Enerpac Tool Group Corp.
−Removed: Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on September 29, 2021
−Removed: Letter agreement dated January 30, 2022 between Rick T.
−Removed: Dillon and Enerpac Tool Group Corp.
−Removed: Exhibit 10.1 to the Registrant's Current Report 8-K filed on January 31, 2022
+Added: Exhibit 10.23 to the Registrant's Form 10-K for the fiscal year ended August 31, 2022
+Added: Agreement dated May 27, 2022 between Markus Limberger and Actuant GmbH X
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: 23 (a) Consent of Ernst & Young LLP
−Removed: (b) Consent of PricewaterhouseCoopers LLP
+Added: 23 Consent of Ernst & Young LLP
Power of Attorney See signature page of this report
33 unchanged sentences
James Ferland
−Removed: MINELLA Director
+Added: /s/ COLLEEN M.
+Added: HEALY Director
/s/ RICHARD D.
HOLDER Director
+Added: MINELLA Director
/s/ SIDNEY S.
1 unchanged sentence
/s/ ANTHONY P.
−Removed: COLUCCI Executive Vice President and Chief Financial Officer (Principal Financial Officer)
−Removed: JOHNSON Vice President of Finance and Principal Accounting Officer
+Added: COLUCCI Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
* Each of the above signatures is affixed as of October 20, 2023.
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.