14 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the shareholders and the Board of Directors of Forum Energy Technologies, Incorporated
+Added: To the shareholders and the Board of Directors of Forum Energy Technologies, Inc.
Opinion on Internal Control over Financial Reporting
2 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: 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.
+Added: 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, 2022, of the Company and our report dated February 28, 2023 expressed an unqualified opinion on those financial statements.
Basis for Opinion
15 unchanged sentences
/s/ Deloitte & Touche LLP
−Removed: March 4, 2022
+Added: Houston, Texas
+Added: February 28, 2023
Other information
21 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: Consolidated Statements of Comprehensive Loss
+Added: Consolidated Statements of Comprehensive Income (Loss)
Consolidated Balance Sheets
12 unchanged sentences
dated April 17, 2012 (incorporated herein by reference to Exhibit 3.1 on the Company’s Current Report on Form 8-K, filed on April 17, 2012) (File No.
−Removed: 4.1* Registration Rights Agreement by and among Forum Energy Technologies and the other parties thereto (incorporated herein by reference to Exhibit B to Exhibit 4.2 to the Registration Statement, filed on August 31, 2011) (File No.
4.1* Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to Amendment No.
5 unchanged sentences
4.4* 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).
−Removed: 10.1* Stock Purchase Agreement between Forum Energy Technologies, Inc.
−Removed: and Tinicum, L.P., dated as of March 28, 2012 (incorporated herein by reference to Exhibit 10.30 to Amendment No.
−Removed: 5 to the Registration Statement, filed on March 29, 2012) ) (File No.
−Removed: 10.2*# Form of Nonstatutory Stock Option Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed on November 6, 2012).
10.1*# Form of Nonstatutory Stock Option Agreement (Employees and Consultants)(incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2013).
7 unchanged sentences
10.7*# Form of Indemnification Agreement between Forum Energy Technologies and each of the non-SCF directors identified on Annex A thereto (incorporated herein by reference to Exhibit 10.11 to the Registration Statement, filed on August 31, 2011) (File No.
−Removed: 10.10*# Form of Indemnification Agreement between Forum Energy Technologies and each of the SCF directors identified on Annex A thereto (incorporated herein by reference to Exhibit 10.12 to the Registration Statement, filed on August 31, 2011) (File No.
10.8*# Forum Energy Technologies, Inc.
3 unchanged sentences
10.10*# Severance Agreement dated as of February 16, 2018 between Forum Energy Technologies, Inc.
−Removed: Mercado (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 21, 2018).
−Removed: 10.14*# Severance Agreement dated as of February 16, 2018 between Forum Energy Technologies, Inc.
and Michael D.
4 unchanged sentences
Lyle Williams (Incorporate herein by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed on February 28, 2019).
−Removed: 10.17*# Form of Restricted Stock Unit 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 2, 2017).
10.13*# Form of Nonstatutory Stock Option Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2017).
10.14*# Amended and Restated Employee Stock Purchase Plan, dated as of July 1, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 1, 2017).
−Removed: 10.20*# Form of Restricted Stock Unit Agreement (Directors) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2018).
−Removed: 10.21*# Form of Restricted Stock Unit Agreement (Employees and Consultants - Group 2) (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2018).
10.15*# Form of Nonstatutory Stock Option Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2018).
−Removed: 10.23*# Form of Restricted Stock Unit Agreement (Directors) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2019).
−Removed: 10.24*# Form of Restricted Stock Unit 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 1, 2019).
−Removed: 10.25*# Form of Restricted Stock Unit 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 1, 2019).
−Removed: 10.26*# Form of Performance Share Award Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2019).
−Removed: 10.27*# Form of Cash Award Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2019).
10.16*# Severance Agreement dated as of February 15, 2019 between Forum Energy Technologies, Inc.
7 unchanged sentences
1 to the Third Amended and Restated Credit Agreement, dated as of February 3, 2020, among Forum Energy Technologies, Inc., the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other borrowers and guarantors party thereto (incorporate herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 5, 2020).
−Removed: 10.33*# Form of Restricted Stock Unit Agreement (Gaut) (incorporated herein by reference to Exhibit 10.50 to the Company’s annual Report on Form 10-K, filed on February 28, 2019).
−Removed: 10.34*# Form of Performance Share Award Agreement (Gaut) (incorporated herein by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K, filed Februray 28, 2019).
10.21*# 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).
10.22*# 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).
−Removed: 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).
−Removed: 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).
10.23* 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).
1 unchanged sentence
Second Amended and Restated 2016 Stock and Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement on Schedule 14A filed on April 2, 2020).
+Added: 10.25*# First Amendment to Forum Energy Technologies, Inc.
+Added: Second Amended and Restated 2016 Stock and Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed on May 13, 2022).
10.26* Registration Rights Agreement, dated as of August 4, 2020, among the Company and holders of New Notes party thereto.
7 unchanged sentences
10.32*# 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)
+Added: 10.33*# Form of 2022 Restricted Stock Unit Agreement (Executive Management) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 6, 2022).
+Added: 10.34*# Form of 2022 Performance Restricted Stock Unit Agreement (Executive Management) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 6, 2022).
+Added: 10.35*# Forum Energy Technologies, Inc.
+Added: Amended and Restated 2021 Phantom Unit Agreement between Mr.
+Added: Christopher Gaut and the Company (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 6, 2022).
+Added: 10.36*# Forum Energy Technologies, Inc.
+Added: 2022 Phantom Unit Agreement between Mr.
+Added: Christopher Gaut and the Company(incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 6, 2022).
10.37* 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).
+Added: 10.38*# Letter Agreement between Mr.
+Added: Christopher Gaut and Forum Energy Technologies (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 22, 2022).
21.1** Subsidiaries of Forum Energy Technologies, Inc.
19 unchanged sentences
Lyle Williams, Jr.
−Removed: March 4, 2022 D.
+Added: February 28, 2023 D.
Lyle Williams, Jr.
1 unchanged sentence
(As Duly Authorized Officer and Principal Financial Officer)
−Removed: March 4, 2022 By:
−Removed: /s/ John McElroy
−Removed: Vice President and Chief Accounting Officer
+Added: February 28, 2023 By:
+Added: /s/ Katherine C.
+Added: Vice President and Principal Accounting Officer
(As Duly Authorized Officer and Principal Accounting Officer)
2 unchanged sentences
/s/ Neal Lux President and Chief Executive Officer
−Removed: (Principal Executive Officer) March 4, 2022
+Added: (Principal Executive Officer) February 28, 2023
Lyle Williams, Jr.
Executive Vice President and Chief Financial Officer
−Removed: (Principal Financial Officer) March 4, 2022
+Added: (Principal Financial Officer) February 28, 2023
Lyle Williams, Jr.
−Removed: /s/ John McElroy Vice President and Chief Accounting Officer
−Removed: (Principal Accounting Officer) March 4, 2022
−Removed: Cristopher Gaut Chairman of the Board March 4, 2022
+Added: /s/ Katherine C.
+Added: Keller Vice President and Chief Accounting Officer
+Added: (Principal Accounting Officer) February 28, 2023
+Added: Cristopher Gaut Chairman of the Board February 28, 2023
Cristopher Gaut
/s/ Evelyn M.
−Removed: Angelle Director March 4, 2022
−Removed: Carrig Director March 4, 2022
−Removed: /s/ Michael McShane Director March 4, 2022
+Added: Angelle Director February 28, 2023
+Added: Carrig Director February 28, 2023
+Added: /s/ Michael McShane Director February 28, 2023
Michael McShane
−Removed: Raspino Director March 4, 2022
+Added: Raspino Director February 28, 2023
/s/ Emily Reichert, Ph.D.
−Removed: Director March 4, 2022
+Added: Director February 28, 2023
Emily Reichert, Ph.D.
−Removed: Rowsey III Director March 4, 2022
−Removed: /s/ John Schmitz Director March 4, 2022
+Added: Rowsey III Director February 28, 2023
+Added: /s/ John Schmitz Director February 28, 2023
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.