ESAB Corp 10-Q

Item 5. Other Information On May 5, 2022, Larry Coble informed the Company of his decision to resign as the Company’s Senior Vice President, EBX and Supply Chain effective as of June 15, 2022. 37 Item 6. Exhibits Exhibit No. Exhibit Description 2. 1+ Separation and Distribution Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 2.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022). 3. 1 Amended and Restated Certificate of Incorporation of ESAB Corporation (incorporated by reference to Exhibit 3.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022). 3. 2 Amended and Restated Bylaws of ESAB Corporation (incorporated by reference to Exhibit 3.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022). 10.1 + Transition Services Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022). 10.2 Tax Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.2 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022). 10.3 + Employee Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.3 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022). 10.4 Intellectual Property Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.4 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022). 10.5 EBS License Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.5 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022). 10.6 Stockholder’s and Registration Rights Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.6 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022). 10.7 + Credit Agreement, dated April 4, 2022, by and among ESAB Corporation, as the lead borrower, the other loan parties from time to time party thereto, including any designated subsidiary borrower party thereto pursuant to the terms thereof and certain subsidiaries of the Company identified therein, as guarantors, each of the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and the co-documentation agents, joint bookrunners and joint lead arrangers named therein (incorporated by reference to Exhibit 10.7 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022). 10.8# Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 10.9# ESAB Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022). 10.10# Form of ESAB Corporation Officer Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.38 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 10.11# Form of ESAB Corporation Officer Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.39 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 10.12# Form of ESAB Corporation Officer Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.40 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 10.13# Form of ESAB Corporation Outside Director Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.41 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 10.14# Form of ESAB Corporation Outside Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.42 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 38 10.15# ESAB Corporation Annual Incentive Plan (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 10.16# The ESAB Group, Inc. Excess Benefits Plan (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 10.17# The ESAB Group, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 10.18# ESAB Corporation Executive Officer Severance Plan (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 10.19# Employment Agreement, dated February 21, 2022, between ESAB Corporation and Shyam Kambeyanda (incorporated by reference to Exhibit 10.21 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 10.20# Form of Change in Control Agreement, effective February 17, 2022 (ESAB) (incorporated by reference to Exhibit 10.31 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 10.21 Form of ESAB Corporation Registration Rights Agreement, among ESAB Corporation, Mitchell P. Rales and Steven M. Rales (incorporated by reference to Exhibit 10.37 to Amendment No. 1 to ESAB Corporation’s Registration Statement on Form 10 (File No. 001-41297) as filed with the SEC on March 11, 2022). 31. 1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31. 2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32. 1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32. 2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File - The cover page from this Quarterly Report on Form 10-Q for the quarter ended April 1, 2022 is formatted in Inline XBRL (included as Exhibit 101). # Indicates management contract or compensatory plan, contract or arrangement. + Excludes certain immaterial schedules and exhibits pursuant to the provisions of Regulation S-K, Item 601(a)(5). A copy of any of the omitted schedules and exhibits pursuant to Regulation S-K, Item 601(a)(5) will be furnished to the Securities and Exchange Commission upon request. 39 SIGNATURES Pursuant to the requirements 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. Registrant: ESAB Corporation By: /s/ Shyam P. Kambeyanda President and Chief Executive Officer Shyam P. Kambeyanda (Principal Executive Officer) May 10, 2022 /s/ Kevin Johnson Chief Financial Officer Kevin Johnson (Principal Financial Officer) May 10, 2022 /s/ Renato Negro Controller and Chief Accounting Officer Renato Negro (Principal Accounting Officer) May 10, 2022 40