What changed in this filing

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Item 9A. Controls and Procedures

2024-02-06 compared with 2023-02-07 · 62 added, 39 removed, 212 unchanged (32% of the section changed)

26 unchanged sentences

OTHER INFORMATION

None of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act) adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fiscal quarter ended December 31, 2023.

We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.03 "Amendments to Articles of Incorporation or By-laws;

Change in Fiscal Year" and Item 9.01 "Financial Statements and Exhibits."

On February 2, 2024, our board of directors amended and restated our by-laws as a result of a periodic review of best practices and the SEC's adoption of the universal proxy rules.

The amendments:

(i) Make certain limited updates to the procedural mechanics for meetings of shareholders and clarify that the chair of a shareholder meeting may adjourn a meeting for any reason;

(ii) Include express authorization of electronic and telephonic proxies and add a requirement that a shareholder soliciting proxies must use a proxy card color other than white, in order to avoid shareholder confusion;

(iii) Make various other conforming, technical, and non-substantive changes.

The foregoing description of the amended and restated by-laws is not complete and is qualified by reference to the full text of the amended and restated by-laws, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Incorporated herein by reference is the information appearing under the headings 'Proposal #1—Election of Directors', 'Corporate Governance and Director Compensation—Board Leadership Structure and Committee Membership', 'Corporate Governance and Director Compensation—Audit Committee', and 'Corporate Governance and Director Compensation—Delinquent Section 16(a) Reports' in the Proxy Statement.

Securities Trading Policy' , 'Corporate Governance and Director Compensation—Audit Committee', and 'Corporate Governance and Director Compensation—Delinquent Section 16(a) Reports' in the Proxy Statement.

There have been no material changes to the procedures by which security holders may recommend nominees to the board of directors since our last report.

8 unchanged sentences

Florness 1996 60 President, Chief Executive Officer, and Director

Broersma 2003 44 Executive Vice President – Operations

Drazkowski 1995 52 Executive Vice President – Sales

3 unchanged sentences

Miller 1999 49 Senior Executive Vice President – Sales

Owen 1999 54 Senior Executive Vice President – Sales Operations

Oas 2015 39 Executive Vice President – Human Resources

Soderberg 1993 52 Senior Executive Vice President – Information Technology

Watts 1996 51 Executive Vice President – International Sales

Wisecup 1988 59 Senior Executive Vice President – Human Resources and Director

Watts 1996 52 Chief Sales Officer

Florness has been our president and chief executive officer since January 2016.

6 unchanged sentences

Florness has served as one of our directors since January 2016.

Broersma has been our executive vice president – operations since October 2023.

Broersma’s responsibilities include oversight of our supply chain, compliance, supplier development, content, property management, eCommerce, supply to fulfillment distribution, and logistics operations of the company.

From June 2022 to October 2023, Mr.

Broersma served as our senior vice president – operations.

From February 2021 to June 2022, Mr.

Broersma was our vice president of procurement and supply chain.

From February 2016 to February 2021, Mr.

Broersma served as our vice president of international operations, leading all global operations.

From December 2012 to February 2016, Mr.

Broersma was the regional vice president for our continental Europe locations, while living in the Czech Republic.

From February 2011 to December 2012, Mr.

Broersma served as the director of Asian operations, while living in Shanghai, China.

From December 2007 to February 2011, Mr.

Broersma served as the regional operations manager of our distribution center located in Scranton, PA.

Broersma joined Fastenal in 2003 and, prior to 2007, served in various roles of increasing responsibility within our branch locations.

Drazkowski has been our executive vice president - sales since October 2019.

Drazkowski's responsibilities include sales and operational oversight of our Western United States business.

Drazkowski's responsibilities include oversight of national accounts, government and industry specific sales, support, and development teams.

From October 2019 to October 2023, Mr.

Drazkowski oversaw our Western United States business.

From December 2016 to September 2019, Mr.

14 unchanged sentences

Jansen served as regional vice president of our Texas based region.

Lewis has been our senior executive vice president and chief financial officer of Fastenal since December 2022.

Lewis has been a senior executive vice president and the chief financial officer of Fastenal since December 2022.

As chief financial officer, Mr.

Lewis manages the company’s finance, accounting and audit functions, and plays a central role in effectively executing and communicating company strategy, with a concentration on profitability, efficiency, and assets.

Lewis manages the company's finance, accounting, audit, and general counsel functions, and plays a central role in effectively executing and communicating company strategy, with a concentration on profitability, efficiency, and assets.

He also oversees the company's M&A and Investor Relations efforts.

11 unchanged sentences

Miller has been our senior executive vice president – sales since January 2020.

Miller's responsibilities include sales and operational oversight of our Eastern United States business.

Miller's responsibilities include sales and operational oversight of our United States business.

From November 2015 to December 2019, Mr.

4 unchanged sentences

Miller served in various sales leadership roles at our company.

Owen has been our senior executive vice president – sales operations since January 2016.

Owen's responsibilities include oversight of our eCommerce, marketing, national accounts sales, government sales, FAST Solutions ® (Onsite and FMI), manufacturing, distribution, transportation, product development, supplier development, procurement, and supply chain.

From July 2015 to December 2015, Mr.

Owen was one of our executive vice presidents – sales.

From May 2014 to June 2015, Mr.

Owen served as our executive vice president – e-business, and from December 2007 to May 2014, Mr.

Owen was regional vice president of our Texas based and Mexico regions.

Prior to December 2007, Mr.

Owen served in various distribution center leadership roles at our company.

Oas has been our executive vice president – human resources since February 2023.

As executive vice president – human resources, Ms.

Oas manages the company's human resources department, which includes payroll, benefits, diversity and compliance, general insurance, and the Fastenal School of Business.

From March 2015 to January 2023, she was our director of compliance – human resources.

From 2010 to February 2015, Ms.

Oas practiced employment law for a firm in Minneapolis, Minnesota and later acted as a solo practitioner in Winona, Minnesota.

Soderberg has been our senior executive vice president – information technology since December 2020.

9 unchanged sentences

Soderberg served in various sales leadership roles in the mid-Atlantic area of our company.

Watts has been our executive vice president – international sales since December 2016.

Watts has been our chief sales officer since May 2023.

Watts' responsibilities include providing oversight and guidance concerning the global sales activities of the company.

From December 2016 to April 2023, Mr.

Watts was our executive vice president – international sales.

From March 2015 to December 2016, Mr.

3 unchanged sentences

Watts served in various sales leadership roles at our company.

Wisecup has been our senior executive vice president – human resources from December 2016 through February 2023, when she will retire from that position.

From November 2007 to December 2016, Ms.

Wisecup was our executive vice president – human resources.

Prior to November 2007, she served in various support roles, including director of employee development.

Wisecup has also served as one of our directors since 2000.

The executive officers are elected by our board of directors for a term of one year and serve until their successors are elected and qualified.

40 unchanged sentences

3.1 Restated Articles of Incorporation of Fastenal Company, as amended (incorporated by reference to Exhibit 3.1 to Fastenal Company's Form 8-K dated as of April 22, 2019)

3.2 Restated By-Laws of Fastenal Company (incorporated by reference to Exhibit 3.2 to Fastenal Company's Form 8-K dated as of January 17, 2019)

3.2 Restated By-Laws of Fastenal Company dated as of February 2, 2024 (filed herewith)

4.1 Form of Senior Notes due March 1, 2024 (incorporated by reference to Exhibit 4.1 to Fastenal Company's Form 10-Q for the quarter ended March 31, 2017)

4.2 Description of Capital Stock

4.2 Description of Capital Stock (filed herewith)

4.3 Form of Senior Notes due May 15, 2025 (incorporated by reference to Exhibit 4.1 to Fastenal Company's Form 10-Q for the quarter ended June 30, 2020)

2 unchanged sentences

4.6 Form of Senior Notes due June 24, 2030 (incorporated by reference to Exhibit 4.5 to Fastenal Company's Form 10-Q for the quarter ended June 30, 2020)

4.7 Form of Senior Notes due June 24, 2030 (incorporated by reference to Exhibit 4.5 to Fastenal Company's Form 10-Q for the quarter ended June 30, 2020)

10.1 Bonus Program for Executive Officers*

10.2 Fastenal Company Stock Option Plan as amended and restated effective as of December 12, 2014 (incorporated by reference to Exhibit 10.1 to Fastenal Company's Form 8-K dated December 17, 2014)*

10.1 Bonus Program for Executive Officers* (filed herewith)

10.2 Fastenal Company Stock Option Plan as amended and restated effective as of April 24, 2018.* (filed herewith)

10.3 Fastenal Company Incentive Plan (incorporated by reference to Appendix A to Fastenal Company's Proxy Statement dated February 23, 2012)*

10.4 Fastenal Company Non-Employee Director Stock Option Plan as amended and restated effective December 20, 2021.*

10.4 Fastenal Company Non-Employee Director Stock Option Plan as amended and restated effective December 20, 2021 (incorporated by reference to Exhibit 10.4 to Fastenal Company's 10-K for fiscal year ended December 31, 202 1 ).*

10.5 Amended and Restated Credit Agreement, dated as of September 28, 2022, by and among Fastenal Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Fastenal Company's Form 8-K dated as of September 30, 2022).

10.6 First Amendment to Amended and Restated Credit Agreement, dated as of January 20, 2023, by and among Fastenal Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent ( i ncorporated by reference to Exhibit 10.6 to Fastenal Compan y's Form 10-K dated February 7, 2023).

Exhibit Number Description of Document

10.7 Master Note Agreement dated as of July 20, 2016 by and among (i) Fastenal Company, (ii) Metropolitan Life Insurance Company, NYL Investors LLC and PGIM, Inc.

(formerly known as Prudential Investment Management, Inc.), as investor group representatives (each, an 'Investor Group Representative'), and (iii) Metropolitan Life Insurance Company (in its capacity as a purchaser of notes under such Master Note Agreement) and/or affiliates of any Investor Group Representative who become purchasers of notes under such Master Note Agreement (incorporated by reference to Exhibit 10.1 to Fastenal Company’s Form 8-K dated as of July 20, 2016).

Exhibit Number Description of Document

10.8 Omnibus First Amendment to Master Note Agreement and Subsidiary Guaranty Agreement dated as of November 30, 2018 by and among Fastenal Company, Fastenal Company Purchasing, and Fastenal IP Company, on one hand, and Metropolitan Life Insurance Company, NYL Investors LLC, PGIM, Inc., and each holder of Notes that are signatory thereto, on the other hand (incorporated by reference to Exhibit 10.2 to Fastenal Company's Form 8-K dated December 3, 2018).

2 unchanged sentences

10.10 Omnibus Second Amendment to Master Note Agreement and Subsidiary Guaranty Agreement dated as of September 28, 2022 by and among Fastenal Company, Fastenal Company Purchasing, and Fastenal IP Company, on one hand, and Metropolitan Life Insurance Company, MetLife Investment Management, LLC, NYL Investors LLC, PGIM, Inc., and each holder of Notes that is a signatory thereto, on the other hand (incorporated by reference to Exhibit 10.2 to Fastenal Company's Form 8-K dated as of September 30, 2022).

21 List of Subsidiaries

23 Consent of Independent Registered Public Accounting Firm

31 Certifications under Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification under Section 906 of the Sarbanes-Oxley Act of 2002

21 List of Subsidiaries (filed herewith)

23 Consent of Independent Registered Public Accounting Firm (filed herewith)

31 Certifications under Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32 Certification under Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

97 Compensation Forfeiture, Recovery, and True-up Policy of Fastenal Company dated as of October 11, 2023 (filed herewith)

101 The following financial statements from the Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:

48 unchanged sentences

Nielsen, Director

Heise /s/ Reyne K.

Heise, Director Reyne K.

Heise /s/ Irene A.

Heise, Director Irene A.

Quarshie, Director

/s/ Hsenghung Sam Hsu /s/ Reyne K.

Hsenghung Sam Hsu, Director Reyne K.

Wisecup, Director

/s/ Hsenghung Sam Hsu

Hsenghung Sam Hsu, Director

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