Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
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, 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
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). 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, 2023, 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.
Ernst & Young, LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of August 31, 2023, as stated in their report which is included herein.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the fourth quarter of fiscal 2023 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
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).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors; Executive Officers and Corporate Governance
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 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. 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.
The Company has adopted a code of ethics that applies to its senior executive team, including its Chief Executive Officer, Chief Financial Officer and Corporate Controller. The code of ethics is posted on the Company’s website and is available free of charge at www.enerpactoolgroup.com. The Company intends to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of its code of ethics that apply to the Chief Executive Officer, Chief Financial Officer or Corporate Controller by posting such information on the Company’s website.
Item 11. Executive Compensation
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference from the “Certain Beneficial Owners” and “Executive Compensation—Equity Compensation Plan Information” sections of the 2024 Annual Meeting Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. 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.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
1. Consolidated Financial Statements
See “Index to Consolidated Financial Statements” set forth in Item 8, “Financial Statements and Supplementary Data” for a list of financial statements filed as part of this report.
2. Financial Statement Schedules
See “Index to Financial Statement Schedule” set forth in Item 8, “Financial Statements and Supplementary Data.”
3. Exhibits
Exhibit Description Incorporated Herein By Reference To Filed
Herewith Furnished Herewith
2.1
Securities Purchase Agreement, dated as of July 8, 2019, by and between Actuant Corporation, BRWS Parent LLC, Actuant France SAS and Actuant Holdings AB. Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on July 9, 2019
3.1 (a) Amended and Restated Articles of Incorporation
Exhibit 4.9 to the Registrant's Form 10-Q for the quarter ended February 28, 2001
(b) Amendment to Amended and Restated Articles of Incorporation
Exhibit 3.1(b) of the Registrant's Form 10-K for the fiscal year ended August 31, 2003
(c) Amendment to Amended and Restated Articles of Incorporation
Exhibit 3.1 to the Registrant's Form 10-K for the fiscal year ended August 31, 2004
(d) Amendment to Amended and Restated Articles of Incorporation
Exhibit 3.1 to the Registrant's Form 8-K filed on July 18, 2006
(e) Amendment of Amended and Restated Articles of Incorporation
Exhibit 3.1 to the Registrant's Form 8-K filed on January 14, 2010
(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
3.2
Amended and Restated Bylaws, as amended Exhibit 3.1 of the Registrant's Form 8-K filed on August 1, 2022
4.1
Description of Registered Securities Exhibit 4.1 to the Registrant's Form 10-K for the fiscal year ended August 31, 2020
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Exhibit Description Incorporated Herein By Reference To Filed
Herewith Furnished Herewith
10.1
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
10.2*
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
10.3*
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
10.4*
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
10.5*
2010 Employee Stock Purchase Plan Exhibit B to the Registrant's Definitive Proxy Statement, dated December 4, 2009
10.6*
Enerpac Tool Group Corp. 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. on December 4, 2020
10.7**
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 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
10.9*
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
10.10*
Senior Officer Severance Plan Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 31, 2019
10.11*
Form of Indemnification Agreement for Directors and Officers Exhibit 10.1 to the Registrant's Form 8-K filed on August 2, 2018
10.12*
Form of Amended and Restated Change in Control Agreement Exhibit 10.1 to the Registrant’s Form 8-K filed on August 1, 2017
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Exhibit Description Incorporated Herein By Reference To Filed
Herewith Furnished Herewith
10.13*
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 the 2009 Omnibus Incentive Plan*
Exhibit 10.1(b) to the Registrant's Form 10-Q for the quarter ended February 28, 2014
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 the 2009 Omnibus Incentive Plan*
Exhibit 10.2(b) to the Registrant's Form 10-Q for the quarter ended February 28, 2014
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 the 2009 Omnibus Incentive Plan*
Exhibit 10.3(b) to the Registrant's Form 10-Q for the quarter ended February 28, 2014
10.17*
(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 the 2017 Omnibus Incentive Plan*
Exhibit 10.15(b) to the Registrant's Form 10-K for the fiscal year ended August 31, 2018
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 the 2017 Omnibus Incentive Plan*
Exhibit 10.16(b) to the Registrant's Form 10-K for the fiscal year ended August 31, 2018
10.20* (a) Form of Restricted Stock Unit (RSU) agreement under the 2017 Omnibus Incentive Plan (Special Executive Grant)
Exhibit 10.1 to the Registrant's Form 8-K filed on September 1, 2023
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Exhibit Description Incorporated Herein By Reference To Filed
Herewith Furnished Herewith
(b) Form of Performance Share Award agreement under the 2017 Omnibus Incentive Plan (Special Executive Grant)
Exhibit 10.2 to the Registrant's Form 8-K filed on September 1, 2023
10.21*
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
10.22*
Letter agreement dated May 4, 2022 between Anthony P. Colucci and Enerpac Tool Group Corp.
10.23*
Letter agreement dated January 19, 2022 between Benjamin J. Topercer and Enerpac Tool Group Corp. Exhibit 10.23 to the Registrant's Form 10-K for the fiscal year ended August 31, 2022
10.24*
Agreement dated May 27, 2022 between Markus Limberger and Actuant GmbH X
14
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
21
Subsidiaries of the Registrant X
23 Consent of Ernst & Young LLP
X
24
Power of Attorney See signature page of this report
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
66
Exhibit Description Incorporated Herein By Reference To Filed
Herewith Furnished Herewith
101
The following materials from the Enerpac Tool Group Corp. Form 10-K for the year ended August 31, 2023 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (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. X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101) X
Item 16. Form 10-K Summary
None.
67
SIGNATURES
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.
ENERPAC TOOL GROUP CORP.
(Registrant)
By: / S / ANTHONY P. COLUCCI
Anthony P. Colucci
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Dated: October 20, 2023
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul E. 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.*
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Signature Title
/s/ PAUL E. STERNLIEB President and Chief Executive Officer, Director
Paul E. Sternlieb
/s/ ALFREDO ALTAVILLA Director
Alfredo Altavilla
/s/ JUDY ALTMAIER Director
Judy Altmaier
/s/ J. PALMER CLARKSON Director
J. Palmer Clarkson
/s/ DANNY L. CUNNINGHAM Director
Danny L. Cunningham
/s/ E. JAMES FERLAND Chairman of the Board of Directors
E. James Ferland
/s/ COLLEEN M. HEALY Director
Colleen M. Healy
/s/ RICHARD D. HOLDER Director
Richard D. Holder
/s/ LYNN C. MINELLA Director
Lynn C. Minella
/s/ SIDNEY S. SIMMONS Director
Sidney S. Simmons
/s/ ANTHONY P. COLUCCI Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Anthony P. Colucci
* Each of the above signatures is affixed as of October 20, 2023.
69