What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-03 · 45 added, 36 removed, 234 unchanged (26% of the section changed)

31 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 1, 2022, 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 .

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 1, 2022, of the Company and our report dated February 27, 2022, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of Accounting Standards Update No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

Basis for Opinion

16 unchanged sentences

Atlanta, Georgia

March 2, 2021

February 27, 2022

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

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

The following table sets forth the names, ages and positions of our executive officers as of February 28, 2022.

Name Age Position

1 unchanged sentence

Moore 58 Senior Vice President, Chief Financial Officer

Roger Francis 44 Senior Vice President, Chief Stores Officer

Ravi Acharya 47 Senior Vice President, Chief Technology Officer

Joan Blackwood 56 Senior Vice President, Chief Marketing Officer

Jared Brandman 45 Senior Vice President, General Counsel and Secretary

9 unchanged sentences

Fahs is the chairman of the board of directors of VisionSpring and co-founder of Frames for the World.

Fahs also serves on the boards of RestoringVision, Ditto Technologies, Inc., Affordable Care, Inc.

Fahs also serves on the boards of Pennsylvania College of Optometry at Salus University, RestoringVision, Ditto Technologies, Inc., Affordable Care, Inc.

and Atlanta’s Alliance Theatre.

1 unchanged sentence

degree in English Literature from Harvard College.

Moore has served as the Senior Vice President, Chief Financial Officer of NVI since September 2014, and was appointed the Senior Vice President, Chief Financial Officer of National Vision Holdings, Inc.

Patrick Moore has served as the Senior Vice President, Chief Financial Officer of NVI since September 2014, and was appointed the Senior Vice President, Chief Financial Officer of National Vision Holdings, Inc.

in February 2015.

6 unchanged sentences

Moore also attended the Stanford Executive program in 2002.

Roger Francis has served as the Chief Stores Officer of NVI since May 2021 and oversees operations for more than 1,200 stores across all NVI brands.

Prior to joining NVI, Mr.

Francis served as Senior Vice President, Health Hub Operations at CVS Health from July 2019 until April 2021.

Prior to that, he served as Divisional Vice President for CVS Health from March 2017 until July 2019 and as an Area Vice President from February 2015 until March 2017.

From May 2006 until February 2015, Mr.

Francis served in various operations management roles for CVS Health.

Francis holds B.S.

degrees in pharmacy and health sciences from Wayne State University.

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

4 unchanged sentences

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.

Prior to joining National Vision, Ms.

Blackwood served most recently as the Chief Marketing Officer of the University of Phoenix from February 2015 until December 2019 and served as the Chief Marketing Officer for Zumba Fitness from May 2013 until October 2014.

Prior to Zumba Fitness, Ms.

Blackwood held chief marketing officer roles at 1-800-Contacts/Glasses.com and Monster Worldwide.

Blackwood holds a B.A.

degree in Journalism from Indiana University.

Jared Brandman has served as the Senior Vice President, General Counsel and Secretary of National Vision Holdings, Inc.

2 unchanged sentences

Prior to joining the Company, Mr.

Brandman was Securities Counsel for The Coca-Cola Company from 2010 to 2017.

Brandman was Securities Counsel for

The Coca-Cola Company from 2010 to 2017.

Brandman holds a B.A.

31 unchanged sentences

Item 8.on Page 71

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

Consolidated Balance Sheets as of January 1 , 202 2 and January 2 , 2 021

Consolidated Statements of Operations and Comprehensive income for the fiscal years ended January 1 , 202 2 , J anuary 2 , 2021 and December 28, 2019

Consolidated Statements of Stockholders’ Equity for the fiscal years ende d J a n u a r y 1 , 2 0 2 2 , January 2, 2021 and December 28, 2019

Consolidated Statements of Cash Flows for the fiscal years ended January 1 , 202 2 , January 2, 2021 and December 28, 2019

Notes to Consolidated Financial Statements

8 unchanged sentences

Exhibit Description

Second Amended and Restated Certificate of Incorporation of National Vision Holdings, Inc.

- incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 31, 2017

Second Amended and Restated Bylaws of National Vision Holdings, Inc.

- incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 31, 2017

Third Amended and Restated Certificate of Incorporation of National Vision Holdings, Inc.

- incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 10, 2021

Third Amended and Restated Bylaws of National Vision Holdings, Inc.

- incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 10, 2021

Description of Securities of the Registrant

5 unchanged sentences

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

Amendment No.

2, dated June 2, 2021, 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 Current Report on Form 8-K filed on June 3, 2021

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

8 unchanged sentences

Form of Restricted Stock Unit Agreement under the 2017 Omnibus Incentive Plan, as adopted February 2019 - incorporated herein by reference to Exhibit 10.3 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 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 2021 – incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2021

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

50 unchanged sentences

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

Separation Agreement and General Release, dated as of September 30, 2021, between National Vision, Inc.

and Joan Blackwood – incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021.

Subsidiaries of National Vision Holdings, Inc.

21 unchanged sentences

(Principal Executive Officer)

March 3, 2021

February 28, 2022

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:

Signature Title Date

Reade Fahs Chief Executive Officer and Director March 3, 2021

Reade Fahs Chief Executive Officer and Director February 28, 2022

Reade Fahs (Principal Executive Officer)

/s/ Patrick R.

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

Moore Senior Vice President, Chief Financial Officer February 28, 2022

Moore (Principal Financial Officer)

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

/s/ Melissa Rasmussen Senior Vice President, Chief Accounting Officer February 28, 2022

Melissa Rasmussen (Principal Accounting Officer)

/s/ Jose Armario Director March 3, 2021

/s/ Jose Armario Director February 28, 2022

/s/ Heather R.

Cianfrocco Director March 3, 2021

Cianfrocco Director February 28, 2022

/s/ Virginia A.

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

Hepner Director February 28, 2022

Johnson Director February 28, 2022

/s/ Naomi Kelman Director February 28, 2022

Randolph Peeler Chairman and Director February 28, 2022

Randolph Peeler

/s/ Thomas V.

Director March 3, 2021

Tehle Director March 3, 2021

Director February 28, 2022

Tehle Director February 28, 2022

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