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Item 9A. Controls and Procedures

2024-05-20 compared with 2023-05-22 · 67 added, 27 removed, 185 unchanged (34% of the section changed)

9 unchanged sentences

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

The Company’s management assessed the effectiveness of its internal control over financial reporting as of April 1, 2023.

The Company’s management assessed the effectiveness of its internal control over financial reporting as of March 30, 2024.

In making this assessment, the management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework).

Based on our assessment, the Company’s management believes that its internal controls over financial reporting were effective as of April 1, 2023.

Ernst & Young, LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting.

Based on our assessment, the Company’s ma nagement believes that its internal controls over financial reporting were effective as of March 30, 2024.

The Acquisition of OpSens Inc.

On December 12, 2023, the Company completed its acquisition of OpSens.

In accordance with the SEC Staff’s interpretative guidance for newly acquired businesses, we are permitted to omit an assessment of an acquired business’s internal control over financial reporting from our assessment of internal control for up to one year from the acquisition date.

OpSens represented approximately 1% of both the Company’s total net revenues in fiscal 2024 and total assets as of March 30, 2024.

As such, we have excluded OpSens from our annual assessment of internal control over financial reporting as of March 30, 2024.

Ernst & Young, LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financ ial reporting.

This report, in which they expressed an unqualified opinion, is included below.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the quarter ended April 1, 2023 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting during the quarter ended March 30, 2024 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

During the second quarter of fiscal 2024, we implemented the first phase of a new global enterprise resource planning (“ERP”) system, which will continue to be implemented in phases through fiscal 2025.

The ERP will replace existing financial systems we have historically relied on.

As each phase of the implementation occurs, we will reassess our processes and procedures, which may result in changes to our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

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Opinion on Internal Control over Financial Reporting

We have audited Haemonetics Corporation and subsidiaries’ internal control over financial reporting as of April 1, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Haemonetics Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of April 1, 2023, based on the COSO criteria .

We have audited Haemonetics Corporation and subsidiaries’ internal control over financial reporting as of March 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Haemonetics Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 30, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of OpSens Inc., which is included in the 2024 consolidated financial statements of the Company and constituted approximately 1% of total assets as of March 30, 2024 and 1% of net revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of OpSens Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated May 20, 2024 expressed an unqualified opinion thereon.

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OTHER INFORMATION

During the three months ended March 30, 2024, certain of our directors and officers (as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934) adopted or terminated trading arrangements for the sale of shares of our common stock as follows:

Trading Arrangement

Name and Title

Non-Rule 10b5-1**

Number of Shares to be Sold (2)

Expiration Date (3)

Anila Lingamneni , EVP, Chief Technology Officer

* Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934.

** Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934.

(1) Reflects the fully-executed date of each trading arrangement, which may differ from the date of first execution by an officer or director.

(2) The number of shares of common stock sold under each trading arrangement, if any, will be net of shares withheld for applicable tax obligations upon the vesting and/or exercise of covered securities as well as for payment of the exercise price upon the exercise of stock options, which amounts are not yet determinable.

(3) Except as otherwise indicated by footnote, each trading arrangement expires upon the earlier of (a) completion of all authorized transactions thereunder and (b) the expiration date listed above.

(4) Includes 7,070 target shares subject to a performance share unit (“PSU”) award previously granted to Ms.

Lingamneni on May 18, 2021.

The actual number of shares to be earned under the PSU award, and subject to sale under this trading arrangement, may range from 0% to a maximum of 200% of the target award depending upon the Company’s total shareholder return relative to the components of the S&P MidCap 400 index during a three-year performance period from May 18, 2021 to May 17, 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Any amendments to, or waivers from, a provision of our Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer or senior financial officers will be disclosed on the Company’s website promptly following the date of such amendment or waiver.

We have also adopted a Securities Trading Policy that applies to our directors, officers and other employees.

The Securities Trading Policy is designed to facilitate compliance with insider trading laws and governs transactions in our common stock and related derivative securities.

The policy designates certain regular periods each quarter in which we restrict trading in Haemonetics securities for directors, officers and other individuals presumed to hold information-sensitive positions in connection with our release of financial results (these individuals must also seek mandatory pre-clearance from our General Counsel in order to trade during permitted trading windows).

The Chief Financial Officer and General Counsel may impose additional periods of trading restriction for directors, officers and other employees as warranted by business developments.

Our Securities Trading Policy further prohibits directors, officers and other employees from engaging in pledging, hedging or similarly speculative transactions with respect to Haemonetics securities, including, without limitation, same day or short-term trading (i.e., day trading), short sales, and buying, selling or writing puts, calls or other derivatives denominated in Haemonetics securities.

A copy of the Securities Trading Policy is included as Exhibit 19.1 to this Annual Report on Form 10-K.

The additional information required by this item is incorporated by reference to our Definitive Proxy Statement for our annual meeting of shareholders to be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year.

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EXHIBITS FILED WITH SECURITIES AND EXCHANGE COMMISSION

Number and Description of Exhibit

Articles of Organization

Exhibit Number Description

Arrangement Agreement, dated as of October 10, 2023, by and among the Company, OpSens Inc.

and 9500-7704 Quebec Inc.

(filed as Exhibit 2.1 to the Company’s Form 8-K/A dated October 12, 2023 and incorporated herein by reference) (1).

Restated Articles of Organization of Haemonetics Corporation, reflecting Articles of Amendment dated August 23, 1993, August 21, 2006, July 26, 2018 and July 25, 2019 (filed as Exhibit 3.1 to the Company’s Form 8-K dated July 29, 2019 and incorporated herein by reference).

By-Laws of the Company, as amended through June 29, 2020 (filed as Exhibit 3.1 to the Company’s Form 8-K dated June 30, 2020 and incorporated herein by reference).

Instruments Defining the Rights of Security Holders

4A Specimen certificate for shares of common stock (filed as Exhibit 4B to the Company’s Amendment No.

4.1 Specimen certificate for shares of common stock (filed as Exhibit 4B to the Company’s Amendment No.

1 to Form S-1 No.

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Form of certificate representing the 0.00% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4D) (filed as Exhibit 4.2 to the Company’s Form 8-K dated March 5, 2021 and incorporated herein by reference).

Material Contracts

Haemonetics Corporation 2005 Long-Term Incentive Compensation Plan, reflecting amendments dated July 31, 2008, July 29, 2009, July 21, 2011, November 30, 2012, July 24, 2013, January 21, 2014, and July 23, 2014 (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 25, 2014 and incorporated herein by reference) (2).

Haemonetics Corporation 2019 Long-Term Incentive Compensation Plan (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 29, 2019 and incorporated herein by reference) (1).

Haemonetics Corporation Amended and Restated 2019 Long-Term Incentive Compensation Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 7, 2023 and incorporated herein by reference) (2).

Form of Non-Qualified Stock Option Award Agreement under 2005 Long-Term Incentive Compensation Plan for Employees (filed as Exhibit 10S to the Company’s Form 10-K for the fiscal year ended March 30, 2010 and incorporated herein by reference) (2).

1 unchanged sentence

Form of Non-Qualified Stock Option Award Agreement under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2020) (filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended September 28, 2019 and incorporated herein by reference) (2).

Form of Nonqualified Stock Option Award Agreement under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2024) (filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended July 1, 2023 and incorporated herein by reference) (2).

Form of Restricted Stock Unit Award Agreement with Non-Employee Directors under 2019 Long-Term Incentive Compensation Plan (fiscal 2020) (filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended September 28, 2019 and incorporated herein by reference) (2).

Form of Restricted Stock Unit Award Agreement with Employees under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2020) (filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended September 28, 2019 and incorporated herein by reference) (2).

Form of Performance Share Unit Award Agreement Under 2019 Long-Term Incentive Compensation Plan (rTSR Metrics, adopted fiscal 2020) (filed herewith as Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended September 28, 2019 and incorporated herein by reference) (1).

Amended and Restated 2007 Employee Stock Purchase Plan (as amended and restated on July 21, 2016 incorporated as Exhibit 10.2 to the Company’s Form 10-Q, for the quarter ended July 2, 2016 and incorporated herein by reference) (1).

Form of Restricted Stock Unit Award Agreement with Employees under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2024) (filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended July 1, 2023 and incorporated herein by reference) (2).

Form of Performance Share Unit Award Agreement Under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2020) (filed herewith as Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended September 28, 2019 and incorporated herein by reference) (2).

Form of Performance Share Unit Award Agreement under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2024) (filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended July 1, 2023 and incorporated herein by reference) (2).

Amended and Restated 2007 Employee Stock Purchase Plan (filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended July 2, 2016 and incorporated herein by reference) (2).

Employment Agreement effective as of May 16, 2016 between the Company and Christopher A.

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Simon (filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended September 30, 2017 and incorporated herein by reference) (2).

Haemonetics Corporation Worldwide Employee Bonus Plan (as amended and restated effective April 23, 2019) (filed as Exhibit 10.1 to the Company’s Form 8-K dated April 29, 2019 and incorporated herein by reference) (1).

CFO Retention and Transition Agreement, dated as of November 8, 2021, by and between the Company and William P.

Burke (filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended January 1, 2022 and incorporated herein by reference) (1).

Haemonetics Corporation Worldwide Employee Bonus Plan (as amended and restated effective May 13, 2023) (filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended July 1, 2023 and incorporated herein by reference) (2).

Form of Indemnification Agreement (as executed with each director and executive officer of the Company) (filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 29, 2018 and incorporated herein by reference).

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de C.V., for property located in Tijuana, Mexico (filed as Exhibit 10R to the Company’s Form 10-K for the year ended March 31, 2018 and incorporated herein by reference).

Sixth Amendment to Lease dated February 21, 2000, made as of December 13, 2023, by and between Santa Maria Industrial Partners, L.P.

(as successor to the lease), Haemonetics Mexico Manufacturing, S.

and the Company, in its capacity as guarantor, for property located in Tijuana, Mexico (filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 30, 2023 and incorporated herein by reference) (1).

Lease Agreement effective December 3, 2007 between Mrs.

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and Offshore International, Incorporated, dated as of August 3, 2022 (filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended October 1, 2022 and incorporated herein by reference) (1).

Amended and Restated Credit Agreement, dated as of July 26, 2022, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company’s Form 8-K dated August 1, 2022 and incorporated herein by reference).

Second Amended and Restated Credit Agreement, dated as of April 30, 2024, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company’s Form 8-K dated May 1, 2024 and incorporated herein by reference).

Lease, dated April 15, 2015, by and between OpSens Inc.

and 1405 PTQM S.E.C., for property located at 750, Boulevard du Technologique, Quebec.

1 to Lease, dated December 5, 2022, by and between OpSens Inc.

and 1405 PTQM S.E.C, for property located at 750, Boulevard du Technologique, Quebec.

2 to Lease, dated May 1, 2023, by and between OpSens Inc.

and 1405 PTQM S.E.C, for property located at 750, Boulevard du Technologique, Quebec.

Form of Confirmation of Call Option Transaction (filed as Exhibit 10.1 to the Company’s Form 8-K dated as of March 5, 2021 and incorporated herein by reference).

Form of Confirmation of Additional Call Option Transaction (filed as Exhibit 10.1 to the Company’s Form 8-K dated as of March 16, 2021 and incorporated herein by reference).

Agreement and Plan of Merger, dated as of January 17, 2021, by and among the Company, Concordia Merger Sub, Inc., Cardiva Medical, Inc.

and Fortis Advisors LLC, as the Seller Representative (filed as Exhibit 10.4 to the Company’s 10-Q for the quarter ended December 26, 2020 and incorporated herein by reference) (3).

Subsidiaries Certifications and Consents

Form of Voting and Support Agreement (filed as Exhibit 10.1 to the Company’s Form 8-K/A dated October 12, 2023 and incorporated herein by reference) (1).

Securities Trading Policy (2).

Subsidiaries of the Company.

6 unchanged sentences

Certification Pursuant to 18 United States Code Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of James D'Arecca, Executive Vice President, Chief Financial Officer of the Company.

101* The following materials from Haemonetics Corporation on Form 10-K for the year ended April 1, 2023, formatted in inline Extensible Business Reporting Language (XBRL) includes:

Compensation Recovery Policy (2).

101* The following materials from Haemonetics Corporation on Form 10-K for the year ended March 30, 2024, formatted in inline Extensible Business Reporting Language (XBRL) includes:

(i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statement of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

2 unchanged sentences

** Document furnished with this report.

(1) Agreement, plan, or arrangement related to the compensation of officers or directors.

(2) Confidential treatment has been requested as to portions of the exhibit.

Confidential materials omitted and filed separately with the Securities and Exchange Commission.

(1) Certain portions of this exhibit are considered confidential and have been omitted as permitted under Securities and Exchange Commission rules and regulations.

The Company agrees to furnish supplementally a copy of any omitted portions to the U.S.

Securities and Exchange Commission upon request.

(2) Agreement, plan, or arrangement related to the compensation of officers or directors.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Abernathy Director May 20, 2024

/s/ Catherine M.

Burzik Director May 22, 2023

Bryant Director May 20, 2024

/s/ Michael J.

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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