What changed in this filing

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Item 9A. Controls and Procedures

2021-03-03 compared with 2020-02-26 · 69 added, 82 removed, 201 unchanged (43% of the section changed)

3 unchanged sentences

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In accordance with Rule 13a-15(b) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of its management, including its CEO and CFO, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of December 28, 2019.

Based on that evaluation, the CEO and the CFO have concluded that the Company's current disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company's periodic filings with the U.S.

In accordance with Rule 13a-15(b) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of its management, including its CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of January 2, 2021.

Based on that evaluation, the CEO and the CFO have concluded that, as of January 2, 2021, the Company’s disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company’s periodic filings with the U.S.

Securities and Exchange Commission (“SEC”) is made known to them in a timely manner.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Management, with the participation of our CEO and CFO, has assessed the effectiveness of the Company's internal control over financial reporting as of December 28, 2019 in accordance with the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 28, 2019 .

The Company's independent registered public accounting firm, Deloitte & Touche LLP, as auditors of our consolidated financial statements as of and for the year ended December 28, 2019, has issued their attestation report on management's internal control over financial reporting which is set forth below.

Remediation of the Previously Reported Material Weakness in Internal Control Over Financial Reporting

As discussed in Item 9A.

Controls and Procedures of our Form 10-K for the 2018 fiscal year, we identified a material weakness in our internal control over financial reporting as of December 29, 2018 related to a deficiency in the design of entity level controls to identify and assess changes in our business environment.

Management designed and implemented controls to remediate the material weakness, which included the following new policies, procedures and internal controls:

Established a periodic meeting of senior leaders from key business groups, including operations and finance, for purposes of identifying and assessing changes in our business environment that could significantly impact the system of internal control over financial reporting;

Designed and implemented a control to incorporate those changes into our risk assessment and control activities;

Established a disclosure committee, consisting of certain key members of management, to assist in formalizing our disclosure, risk assessment, internal controls and procedures.

Management tested the controls cited above and determined them to be effectively designed and implemented.

In addition, we designed the following controls in 2019 to complete the remediation of the material weakness:

An internal control deficiency remediation project plan, overseen by the CFO and internal audit, and reviewed with the Audit Committee at least quarterly;

An enhanced risk assessment that incorporates cross-functional input, data analysis, and detailed reviews of accounting policies and operating procedures to identify and differentiate risks of material misstatement.

As of December 28, 2019, we have completed documentation and implementation of the new and revised internal controls described above.

During the fourth quarter of 2019 and prior to the issuance of our consolidated financial statements for the year ended December 28, 2019, we completed sufficient instances of testing of the operating effectiveness of the new and revised internal controls and concluded that the above identified material weakness in our internal control over financial reporting has been fully remediated.

Management, with the participation of our CEO and CFO, has assessed the effectiveness of the Company’s internal control over financial reporting as of January 2, 2021 in accordance with the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of January 2, 2021.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, as auditors of our consolidated financial statements as of and for the year ended January 2, 2021, has issued their attestation report on management’s internal control over financial reporting which is set forth below.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than as described above under “Remediation of the Previously Reported Material Weakness in Internal Control Over Financial Reporting.”

We have not experienced any material impact to our internal controls over financial reporting despite the fact that most corporate employees of the Company began working remotely due to the COVID-19 pandemic, though we will continue to assess the impact on the design and operating effectiveness of our internal controls.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the internal control over financial reporting of National Vision Holdings, Inc.

and subsidiaries (the “Company”) as of December 28, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 28, 2019, of the Company and our report dated February 25, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of Accounting Standards Update No.

2016-02, Leases.

and subsidiaries (the “Company”) as of January 2, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 2, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 2, 2021, of the Company and our report dated March 2, 2021, expressed an unqualified opinion on those financial statements .

Basis for Opinion

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Atlanta, Georgia

February 25, 2020

March 2, 2021

Other Information

1 unchanged sentence

Directors and Executive Officers

The following table sets forth the names, ages and positions of our executive officers as of February 26, 2020.

Chief Executive Officer and Director

Senior Vice President, Chief Financial Officer

Joan Blackwood

Chief Marketing Officer

Jared Brandman

Senior Vice President, General Counsel and Secretary

Senior Vice President, Chief People Officer

Melissa Rasmussen

Senior Vice President, Chief Accounting Officer

Senior Vice President, Chief Information Officer

The following table sets forth the names, ages and positions of our executive officers as of March 3, 2021.

Name Age Position

Reade Fahs 60 Chief Executive Officer and Director

Moore 57 Senior Vice President, Chief Financial Officer

Ravi Acharya 46 Senior Vice President, Chief Technology Officer

Joan Blackwood 56 Senior Vice President, Chief Marketing Officer

Jared Brandman 44 Senior Vice President, General Counsel and Secretary

Bill Clark 46 Senior Vice President, Chief People Officer

Melissa Rasmussen 44 Senior Vice President, Chief Accounting Officer

Reade Fahs has served as the Chief Executive Officer of NVI since January 2003, having joined NVI in April 2002 as the President and Chief Operating Officer, and was appointed the Chief Executive Officer of National Vision Holdings, Inc.

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Moore also attended the Stanford Executive program in 2002.

Joan Blackwood has served as the Chief Marketing Officer of National Vision Holdings, Inc.

Ravi Acharya has served as the Senior Vice President, Chief Technology Officer of National Vision Holdings, Inc.

since March 2020.

Previously, from June 2015 until March 2019, Mr.

Acharya served as the Divisional CIO and Vice President of eCommerce for Medtronic’s global Diabetes business unit and led direct-to-consumer and e-Commerce technology-driven solutions across multiple industries at companies including Equifax, Sears and Capgemini.

Acharya earned an MBA from the Kellogg School of Management at Northwestern University and a B.S.

in Electrical Engineering from the Illinois Institute of Technology.

Joan Blackwood has served as the Senior Vice President, Chief Marketing Officer of National Vision Holdings, Inc.

since December 2019.

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degree in Accounting from the University of Kentucky and is a certified public accountant.

John Vaught has served as the Senior Vice President, Chief Information Officer of NVI since 2005, and was appointed the Senior Vice President, Chief Information Officer of National Vision Holdings, Inc.

in June 2017.

Vaught has been involved in all acquisition integrations and growth at National Vision beginning with the acquisition of America’s Best in 2005.

Vaught has 45 years of retail and manufacturing information technology experience, and has held technical and IT management positions at Revco Drug Stores (CVS), Invacare, and Office Depot.

The additional information required by this item will be included in our definitive proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

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Item 8.on Page 72

Consolidated Balance Sheets as of December 28, 2019 and December 29, 2018

Consolidated Statements of Operations and Comprehensive income for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017

Consolidated Statements of Stockholders’ Equity for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017

Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017

Consolidated Balance Sheets as of January 2, 2021 and December 28, 2019

Consolidated Statements of Operations and Comprehensive income for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018

Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018

Consolidated Statements of Cash Flows for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018

Notes to Consolidated Financial Statements

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Description of Securities of the Registrant

Indenture, dated as of May 12, 2020, between National Vision Holdings, Inc.

Bank National Association, as trustee - incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 12, 2020

Form of 2.50% Convertible Senior Note due 2025 - incorporated herein by reference to Exhibit A within Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 12, 2020

Joinder and Amendment and Restatement Agreement, including as Exhibit A thereto, the Amended and Restated Credit Agreement, dated as of July 18, 2019, by and among Nautilus Acquisition Holdings, Inc., National Vision, Inc., certain subsidiaries of National Vision, Inc., as guarantors, Goldman Sachs Bank USA, as former administrative agent and collateral agent, Bank of America, N.A., as new administrative agent and collateral agent, and the lenders from time to time party thereto - incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2019

Amendment No.

1, dated as of May 5, 2020, to the Amended and Restated Credit Agreement, dated as of July 18, 2019 by and among Nautilus Acquisition Holdings, Inc., National Vision, Inc., certain subsidiaries of National Vision, Inc., as guarantors, Bank of America, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto - incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2020

First Lien Guarantee, dated as of March 13, 2014, by the guarantors party thereto - incorporated herein by reference to Exhibit 10.6 to the Company’s Form S-1 Registration Statement filed on September 29, 2017

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Form of Performance Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 2019 - incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2019

Form of Performance Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 2020 – incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2020

Form of Restricted Stock Agreement for Non-Employee Directors under the 2017 Omnibus Incentive Plan, as adopted February 2019 - incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2019

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and Essilor of America, Inc., dated as of December 2, 2014 - incorporated herein by reference to Exhibit 10.30 to the Company’s Form S-1 Registration Statement filed on September 29, 2017

Management & Services Agreement by and between National Vision, Inc.

and Wal-Mart Stores, Inc., dated as of May 1, 2012 - incorporated herein by reference to Exhibit 10.31 to the Company’s Form S-1 Registration Statement filed on October 16, 2017

Letter Agreement between National Vision, Inc.

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Management & Services Agreement, dated as of January 11, 2017 - incorporated herein by reference to Exhibit 10.32 to the Company’s Form S-1 Registration Statement filed on September 29, 2017

Management & Services Agreement by and between National Vision, Inc.

and Wal-Mart Stores, Inc., dated as of May 1, 2012 - incorporated herein by reference to Exhibit 10.31 to the Company’s Form S-1 Registration Statement filed on October 16, 2017

Amendment 3 to the Management and Services Agreement between Walmart, Inc.

and National Vision, Inc.

effective as of January 23, 2020 -incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 22, 2020.

Amendment 4 to the Management & Services Agreement between Walmart Inc.

and National Vision, Inc., effective as of July 17, 2020 - incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 20, 2020.

Amended and Restated Supplier Agreement between National Vision, Inc.

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2 to Form S-1 Registration Statement filed on October 16, 2017

Option Agreement for Jeff McAllister under the 2014 Stock Incentive Plan for Key Employees of National Vision Holdings, Inc.

(formerly known as Nautilus Parent, Inc.) and its Subsidiaries - incorporated herein by reference to Exhibit 10.39 to the Company’s Form 10-K filed on March 8, 2018

Form of Director Stockholder’s Agreement - incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 23, 2018

1 unchanged sentence

Amended and Restated 2013 Equity Incentive Plan - incorporated herein by reference to Exhibit 4.4 to the Company’s Form S-8 Registration Statement filed on October 26, 2017

Transition Agreement, dated as of February 1, 2019, between National Vision Holdings, Inc.

and Jeff McAllister - incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 1, 2019.

Subsidiaries of National Vision Holdings, Inc.

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Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

The cover page of the Company’s Annual Report on Form 10-K for the year ended December 28, 2019, formatted in Inline XBRL (included within the Exhibit 101 attachments)

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within Inline XBRL document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy 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 The cover page of the Company’s Annual Report on Form 10-K for the year ended January 2, 2021, formatted in Inline XBRL (included within the Exhibit 101 attachments)

(†) Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

4 unchanged sentences

National Vision Holdings, Inc.

Chief Executive Officer and Director

Chief Executive Officer

(Principal Executive Officer)

February 26, 2020

March 3, 2021

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:

Chief Executive Officer and Director

February 26, 2020

(Principal Executive Officer)

Signature Title Date

Reade Fahs Chief Executive Officer and Director March 3, 2021

Reade Fahs (Principal Executive Officer)

/s/ Patrick R.

Senior Vice President, Chief Financial Officer

February 26, 2020

(Principal Financial Officer)

/s/ Melissa Rasmussen

Senior Vice President, Chief Accounting Officer

February 26, 2020

Melissa Rasmussen

(Principal Accounting Officer)

/s/ Heather Cianfrocco

February 26, 2020

Heather Cianfrocco

Moore Senior Vice President, Chief Financial Officer March 3, 2021

Moore (Principal Financial Officer)

/s/ Melissa Rasmussen Senior Vice President, Chief Accounting Officer March 3, 2021

Melissa Rasmussen (Principal Accounting Officer)

/s/ Jose Armario Director March 3, 2021

/s/ Heather R.

Cianfrocco Director March 3, 2021

/s/ Virginia A.

February 26, 2020

Randolph Peeler

February 26, 2020

Hepner Director March 3, 2021

Johnson Director March 3, 2021

/s/ Naomi Kelman Director March 3, 2021

Randolph Peeler Chairman and Director March 3, 2021

Randolph Peeler

/s/ Nathaniel H.

Chairman and Director

February 26, 2020

/s/ Thomas V.

February 26, 2020

Director March 3, 2021

Tehle Director March 3, 2021

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