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Item 9A. Controls and Procedures

2024-10-21 compared with 2023-10-20 · 45 added, 25 removed, 140 unchanged (33% of the section changed)

1 unchanged sentence

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.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Interim Principal 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 Interim Principal 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 Interim Principal 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.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Interim Principal 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, 2024, the Company’s internal control over financial reporting was effective.

5 unchanged sentences

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).

During the three months ended August 31, 2024, 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 adopted or terminated 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

1 unchanged sentence

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:

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

Election of Directors” section of the Company’s Proxy Statement for its Annual Meeting of Shareholders to be held on February 6, 2025 (the “2025 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 to the “Proposal I:

Election of Directors” and “Corporate Governance Matters” sections of the Company’s 2025 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 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 to the "Other Information—Delinquent Section 16(a) Reports" section of the 2025 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 Company has adopted a code of ethics that applies to its senior executive team, including its Chief Executive Officer, Interim Principal 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.

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, Interim Principal Financial Officer or Corporate Controller by posting such information on the Company’s website.

The Company has adopted an insider trading policy addressing the purchase, sale and other disposition of the Company’s securities by its officers, directors and employees that is reasonably designed to promote compliance with U.S.

federal insider trading laws, rules and regulations and the rules of the New York Stock Exchange.

That policy is filed as Exhibit 19 to this report.

Executive Compensation

36 unchanged sentences

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

2010 Employee Stock Purchase Plan (as amended and restated December 1, 2023) X

Enerpac Tool Group Corp.

30 unchanged sentences

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

( c ) Form of RSU Award (Officer) under the 2017 Omnibus Incentive Plan for awards commencing in 2024)*

Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended May31, 2024

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

2 unchanged sentences

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

Exhibit Description Incorporated Herein By Reference To Filed

Herewith Furnished Herewith

(c) Form of PSU Award - Total Shareholder Return (Officer) under the 2017 Omnibus Incentive Plan (for awards commencing in 2024)*

Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended May31, 2024

( d ) Form of PSU Award - Return on Invested Capital (Officer) under the 2017 Omnibus Incentive Plan (for awards commencing in 2024)*

Exhibit 10.3 to the Registrant's Form 10-Q for the quarter ended May31, 2024

( e ) Form of PSU Award - Earnings Per Share (Officer) under the 2017 Omnibus Incentive Plan (for awards commencing in 2024)*

Exhibit 10.4 to the Registrant's Form 10-Q for the quarter ended May31, 2024

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

(b) Form of Performance Share Award agreement under the 2017 Omnibus Incentive Plan (Special Executive Grant)

8 unchanged sentences

Exhibit 10.23 to the Registrant's Form 10-K for the fiscal year ended August 31, 2022

Agreement dated May 27, 2022 between Markus Limberger and Actuant GmbH X

Letter agreement dated June 17, 2024 between Eric T.

Chack and Enerpac Tool Group Corp.

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

Enerpac Tool Group Corp.

Insider Trading Policy X

Subsidiaries of the Registrant X

1 unchanged sentence

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

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

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

Enerpac Tool Group Corp.

Dodd-Frank Clawback Policy X

The following materials from the Enerpac Tool Group Corp.

5 unchanged sentences

ENERPAC TOOL GROUP CORP.

/ S / ANTHONY P.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

SHANNON BURNS

Shannon Burns

Interim Principal Financial Officer and Head of Financial Planning, Operations and Decision Support

October 21, 2024

1 unchanged sentence

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.

Sternlieb, P.

Shannon Burns 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.

2 unchanged sentences

STERNLIEB President and Chief Executive Officer, Director

Sternlieb (Principal Executive Officer)

/s/ ALFREDO ALTAVILLA Director

14 unchanged sentences

SIMMONS Director

/s/ ANTHONY P.

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

SHANNON BURNS Interim Principal Financial Officer and Head of Financial Planning, Operations and Decision Support

Shannon Burns (Principal Financial Officer)

/s/ PATRICK J.

DAWSON Interim Principal Accounting Officer and Corporate Controller

Dawson (Principal Accounting Officer)

* Each of the above signatures is affixed as of October 21, 2024.

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