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Item 9A. Controls and Procedures

2022-03-04 compared with 2021-03-02 · 48 added, 44 removed, 156 unchanged (37% of the section changed)

13 unchanged sentences

There have been no changes in internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Attestation Report of the Independent Registered Public Accounting Firm

We are a non-accelerated filer pursuant to Rule 12b-2 of the Exchange Act.

As such, we are not required to obtain an attestation report of our Company's independent registered public accounting firm regarding internal control over financial reporting pursuant to Regulation S-K Item 308(b).

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Forum Energy Technologies, Incorporated

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Forum Energy Technologies, Inc.

and subsidiaries (the “Company”) as of December 31, 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 December 31, 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 December 31, 2021, of the Company and our report dated March 4, 2022 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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.

/s/ Deloitte & Touche LLP

March 4, 2022

Other information

2 unchanged sentences

Code of Ethics

We have adopted a Financial Code of Ethics, which applies to our Chief Executive Officer, Chief Financial Officer (or other principal financial officer), Corporate Controller (or other principal accounting officer) and other senior financial officers.

We have adopted a Financial Code of Ethics, which applies to our Chief Executive Officer, Chief Financial Officer (or other principal financial officer), Chief Accounting Officer (or other principal accounting officer) and other senior financial officers.

We have posted a copy of the code under “Corporate Governance” in the “Investors” section of our website at www.f-e-t.com .

10 unchanged sentences

Principal accountant fees and services

Our independent registered public accounting firm is Deloitte & Touche LLP , Houston, Texas , PCAOB ID No.

Information required by this item is incorporated herein by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders.

12 unchanged sentences

Number DESCRIPTION

2.1* Combination Agreement dated July 16, 2010 by and among Forum Oilfield Technologies, Inc., Allied Production Services, Inc., Allied Merger Sub, LLC, Global Flow Technologies, Inc., Global Flow Merger Sub, LLC, Subsea Services International, Inc., Subsea Merger Sub, LLC, Triton Group Holdings LLC, Triton Merger Sub, LLC and SCF-VII, L.P.

(incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), filed on August 31, 2011) File No.

3.1* Third Amended and Restated Certificate of Incorporation of Forum Energy Technologies, Inc.

7 unchanged sentences

3 to the Registration Statement, filed on December 29, 2011) (File No.

4.3* Rights Agreement dated as of April 29, 2020 between Forum Energy Technologies, Inc.

and American Stock Transfer & Trust Company, LLC, as Rights Agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock setting forth the terms of the Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Stock.

Pursuant to the Rights Agreement, Rights Certificates will not be mailed until after the Distribution Date (as defined in the Rights Agreement) (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on 8-K, filed on April 30, 2020).

4.4* Rights Plan Amendment, dated as of August 4, 2020, among the Company and American Stock Transfer & Trust Company, LLC.

(incorporated by referenced to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on August 5, 2020).

4.3* Indenture, dated as of August 4, 2020, among the Company, the subsidiary guarantors party thereto and the Trustee and Collateral Agent.

2 unchanged sentences

1 to the Company’s Current Report on 8-K, filed on August 5, 2020).

4.7* Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed Febru a r y 2 5 , 20 20 ) .

4.5* Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed February 25, 2020).

10.1* Stock Purchase Agreement between Forum Energy Technologies, Inc.

6 unchanged sentences

10.6*# Form of Nonstatutory Stock Option Agreement - Three Year Cliff Vesting (Employees and Consultants) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on October 30, 2015).

10.7*# Employment Agreement dated as of August 2, 2010 between Forum Energy Technologies, Inc.

Christopher Gaut (incorporated herein by reference to Exhibit 10.2 to the Registration Statement, filed on August 31, 2011) ) (File No.

10.8*# Amendment to Employment Agreement dated as of April 12, 2012 between Forum Energy Technologies, Inc.

Christopher Gaut (incorporated herein by reference to Exhibit 10.2 on the Company’s Current Report on Form 8-K, filed on April 17, 2012) (File No.

10.9*# Employment Agreement, dated February 16, 2018, by and between Forum Energy Technologies, Inc.

Christopher Gaut (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on February 21, 2018).

10.7*# Indemnification Agreement dated as of August 2, 2010 between Forum Energy Technologies and C.

7 unchanged sentences

10.12*# Forum Energy Technologies, Inc.

Deferred Compensation and Restoration Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 10-Q, filed on May 3, 2013).

10.16*# Letter Agreement dated March 28, 2012 between Forum Energy Technologies, Inc.

and Tinicum, L.P.

(incorporated herein by reference to Exhibit 10.31 to Amendment No.

5 to the Registration Statement, filed on March 29, 2012) (File No.

10.17*# Forum Energy Technologies, Inc.

2010 Stock Incentive Plan (as amended and restated effective August 15, 2012) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 10- Q, filed November 6, 2012) (File No.

10.18*# Subscription Agreement dated July 16, 2010 by and among Forum Oilfield Technologies, Inc., SCF-VII, L.P., Sunray Capital, LP, C.

Christopher Gaut and W.

Patrick Connelly, as amended (incorporated herein by reference to Exhibit 10.21 to the Registration Statement, filed on August 31, 2011) (File No.

10.13*# Severance Agreement dated as of February 16, 2018 between Forum Energy Technologies, Inc.

30 unchanged sentences

10.35*# Form of Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10.Q, filed on May 8, 2020).

10.42*# Form of Performance Share Award Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q, filed on May 8 , 20 20 ).

10.43*# Form of Stock Appreciation Right Agreement (Employees and Consultants - Group 1) (incorporated herein by reference to Exhibit 10.

3 to the Company’s Quarterly Report on Form 10-Q, filed on May 8, 2020 ).

10.44*# Form of Stock Appreciation Right Agreement (Employees and Consultants - Group 2) (incorporated herein by reference to Exhibit 10.

4 to the Company’s Quarterly Report on Form 10-Q, filed on May 8, 2020 ).

10.45* Credit Agreement Amendment, dated as of August 4, 2020, among the Company, the other borrowers and the guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein.

(incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 5, 2020).

10.36*# Form of Performance Share Award Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 8, 2020).

10.37*# Form of Stock Appreciation Right Agreement (Employees and Consultants - Group 1) (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on May 8, 2020).

10.38*# Form of Stock Appreciation Right Agreement (Employees and Consultants - Group 2) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 8, 2020).

10.39* Credit Agreement Amendment, dated as of September 8, 2021, among the Company, as borrower, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 8, 2021).

10.40* Forum Energy Technologies, Inc.

4 unchanged sentences

Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on November 6, 2020).

10.49*# Form of Special Performance Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.

5 to the Company’s Quarterly Report on Form 10-Q, filed on November 6, 2020).

10.43*# Form of Special Performance Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on November 6, 2020).

10.44*# Form of Special Performance Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 7, 2021).

10.45*# Form of 2021 Performance Restricted Stock Unit Agreement (Chief Executive Officer) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 7, 2021).

10.46*# Form of 2021 Performance Phantom Unit Agreement (Executive Management).(incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on May 7, 2021).

10.47*# Form of 2021 Restricted Stock Unit Agreement (Executive Management) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 7, 2021)

10.48* Asset Purchase Agreement, dated December 31, 2020, by and among Forum US, Inc., Anvil International, LLC and, for the limited purposes set forth therein, Forum Energy Technologies, Inc.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 4, 2021).

21.1** Subsidiaries of Forum Energy Technologies, Inc.

25 unchanged sentences

/s/ John McElroy

Corporate Controller and Principal Accounting Officer

Vice President and Chief Accounting Officer

(As Duly Authorized Officer and Principal Accounting Officer)

1 unchanged sentence

Signature Title Date

Christopher Gaut President, Chief Executive Officer and Chairman of the Board

/s/ Neal Lux President and Chief Executive Officer

(Principal Executive Officer) March 4, 2022

Christopher Gaut

Lyle Williams, Jr.

2 unchanged sentences

Lyle Williams, Jr.

/s/ John McElroy Corporate Controller and Principal Accounting Officer

/s/ John McElroy Vice President and Chief Accounting Officer

(Principal Accounting Officer) March 4, 2022

Cristopher Gaut Chairman of the Board March 4, 2022

Cristopher Gaut

/s/ Evelyn M.

Angelle Director March 4, 2022

Baldwin Director March 2, 2021

Carrig Director March 4, 2022

2 unchanged sentences

Raspino Director March 4, 2022

/s/ Emily Reichert, Ph.D.

Director March 4, 2022

Emily Reichert, Ph.D.

Rowsey III Director March 4, 2022

/s/ John Schmitz Director March 4, 2022

/s/ Andrew L.

Waite Director March 2, 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