What changed in this filing

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Item 9A. Controls and Procedures

2021-11-24 compared with 2020-12-01 · 100 added, 131 removed, 97 unchanged (70% of the section changed)

1 unchanged sentence

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with accounting principles generally accepted in the United States.

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 risk that controls may become inadequate because of

changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the

effectiveness of our internal control over financial reporting as of September 30, 2020, using the criteria set forth in 2013 Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f)

of the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

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 risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2021, using the criteria set forth in 2013 Internal Control — Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management concluded that, as of September 30, 2021, the Company’s internal control over financial reporting was effective based on those criteria.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer,

we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of

the period covered by this report.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as of September 30, 2020, were effective to provide

reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and

(ii) accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e)

and 15d-15(e)

of the Exchange Act, as of the end of the period covered by this report.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as of September 30, 2021, were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and (ii) accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS

been no changes in internal control over financial reporting as defined in Rules 13a-15(f) of the Exchange Act that occurred during the fiscal quarter ended September 30, 2020, and that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in internal control over financial reporting as defined in Rules 13a-15(f)

of the Exchange Act that occurred during the fiscal quarter ended September 30, 2021, and that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this item can be found in our Proxy Statement for our 2020 Annual Meeting (Proxy Statement) under the

captions Election of Directors, Corporate Governance, and Executive Officers. Such information is incorporated by reference as if fully set forth herein.

The information required by this item can be found in our Proxy Statement for our 2022 Annual Meeting (“Proxy Statement”) under the captions “Election of Directors,” “Corporate Governance,” and “Executive Officers.” Such information is incorporated by reference as if fully set forth in this report.

CODE OF ETHICS

We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, executive vice presidents,

directors, and all employees.

We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, executive vice presidents, directors, and all employees.

The code has been designed in accordance with the Sarbanes-Oxley Act of 2002 to promote honest and ethical conduct.

The code also applies to Hennessy Funds Trust.

The Code of Ethics is posted on our website at

www.hennessyadvisors.com.

The Code of Ethics is posted on our website at www.hennessyadvisors.com.

In the event we amend or waive any of the provisions of the Code of Ethics, we intend to disclose these actions on our website.

We are not including the information contained on our website as part of, or incorporating it

by reference into, this report.

We are not including the information contained on our website as part of, or incorporating it by reference into, this report.

Any person may obtain a copy of the Code of Ethics, at no cost, by forwarding a written request to:

4 unchanged sentences

EXECUTIVE COMPENSATION

The information required by this item can be found in the Proxy Statement under the captions Compensation Discussion and Analysis

and Compensation of Executive Officers and Directors. Such information is incorporated by reference as if fully set forth herein.

The information required by this item can be found in the Proxy Statement under the captions “Compensation Discussion and Analysis” and “Compensation of Executive Officers and Directors.” Such information is incorporated by reference as if fully set forth in this report.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item can be found in the Proxy Statement under the caption Voting Securities. Such information is

incorporated by reference as if fully set forth herein.

The information required by this item can be found in the Proxy Statement under the caption “Voting Securities.” Such information is incorporated by reference as if fully set forth in this report.

EQUITY COMPENSATION PLAN INFORMATION

11 unchanged sentences

Number of Securities

Remaining for Issuance

Remaining for Issuance Under

Compensation Plans (2)

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

Securities to be issued pursuant to outstanding RSUs that vest over four years at a rate of 25% per year, for

which the weighted average exercise price is zero.

Securities to be issued pursuant to outstanding RSUs that vest over four years at a rate of 25% per year, for which the weighted average exercise price is zero.

Excludes securities to be issued upon the vesting of outstanding RSUs.

The maximum number of shares of common

stock that may be issued under the Omnibus Plan is 50% of our outstanding common stock, or 3,678,411 shares, as of the end of fiscal year 2020.

The maximum number of shares of common stock that may be issued under the Omnibus Plan is 50% of our outstanding common stock, or 3,734,792 shares, as of the end of fiscal year 2021.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item can be found in the Proxy Statement under the caption Corporate Governance. Such information

is incorporated by reference as if fully set forth herein.

The information required by this item can be found in the Proxy Statement under the caption “Corporate Governance.” Such information is incorporated by reference as if fully set forth in this report.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item can be found in the Proxy Statement under the caption Independent Registered Public Accounting

Firm. Such information is incorporated by reference as if fully set forth herein.

The information required by this item can be found in the Proxy Statement under the caption “Independent Registered Public Accounting Firm.” Such information is incorporated by reference as if fully set forth in this report.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

The financial statements and financial statement schedules for Hennessy Advisors, Inc.

are included in Item 8, Financial Statements

and Supplementary Data.

are included in Item 8, “Financial Statements and Supplementary Data.”

Exhibit Index

Set forth below is a list of all exhibits to this Annual Report on Form 10-K, including those

incorporated by reference.

Agreement, dated as of July 10, 2018, between the registrant and BP Capital Fund Advisors, LLC (15)*

Set forth below is a list of all exhibits to this Annual Report on Form 10-K,

including those incorporated by reference.

Amended and Restated Articles of Incorporation (11)

1 unchanged sentence

Description of Securities

Indenture, dated as of October 20, 2021, by and between the Registrant and U.S.

Bank National Association, as trustee (17)

First Supplemental Indenture, dated as of October 20, 2021, by and between the Registrant and U.S.

Bank National Association, as trustee (17)

License Agreement, dated as of April 10, 2000, between the registrant and Netfolio, Inc.

Investment Advisory Agreement, dated as of March

23, 2009, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Large Growth Fund) (3)

Investment Advisory Agreement, dated as of October

25, 2012, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Core Bond Fund, the Hennessy Gas Utility Fund, the Hennessy Large Cap Financial Fund, the Hennessy Small Cap

Financial Fund, and the Hennessy Technology Fund) (4)

Investment Advisory Agreement, dated as of February

28, 2014, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the

Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (7)

Amendment to Investment Advisory Agreement, dated as of March

1, 2016, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy

Japan Fund, and the Hennessy Japan Small Cap Fund) (10)

Investment Advisory Agreement, dated as of October

26, 2018, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy BP Energy Fund and the Hennessy BP Midstream Fund) (16)

Sub-Advisory Agreement, dated as of October

25, 2012, between the registrant and Broad Run Investment Management, LLC (for the Hennessy Focus Fund) (4)

Sub-Advisory Agreement, dated as of October

25, 2012, between the registrant and The London Company of Virginia, LLC (for the Hennessy Equity and Income Fund (equity allocation)) (4)

Sub-Advisory Agreement, dated as of October

25, 2012, between the registrant and FCI Advisors (for the Hennessy Equity and Income Fund (fixed income allocation)) (4)

Sub-Advisory Agreement, dated as of February

28, 2014, between the registrant and SPARX Asset Management Co., Ltd.

Investment Advisory Agreement, dated as of March 23, 2009, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Large Growth Fund) (3)

Investment Advisory Agreement, dated as of October 25, 2012, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Core Bond Fund, the Hennessy Gas Utility Fund, the Hennessy Large Cap Financial Fund, the Hennessy Small Cap Financial Fund, and the Hennessy Technology Fund) (4)

Investment Advisory Agreement, dated as of February 28, 2014, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (7)

Amendment to Investment Advisory Agreement, dated as of March 1, 2016, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (10)

Investment Advisory Agreement, dated as of October 26, 2018, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy BP Energy Transition Fund and the Hennessy BP Midstream Fund) (15)

Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and Broad Run Investment Management, LLC (for the Hennessy Focus Fund) (4)

Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and The London Company of Virginia, LLC (for the Hennessy Equity and Income Fund (equity allocation)) (4)

Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and FCI Advisors (for the Hennessy Equity and Income Fund (fixed income allocation)) (4)

Sub-Advisory Agreement, dated as of February 28, 2014, between the registrant and SPARX Asset Management Co., Ltd.

(for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund) (7)

First Amendment to Sub-Advisory Agreement, dated as of February

28, 2018, between the registrant and SPARX Asset Management Co., Ltd.

First Amendment to Sub-Advisory Agreement, dated as of February 28, 2018, between the registrant and SPARX Asset Management Co., Ltd.

(for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund) (14)

Sub-Advisory Agreement, dated as of October

26, 2018, between the registrant and BP Capital Fund Advisors, LLC (for the Hennessy BP Energy Fund and the Hennessy BP Midstream Fund) (16)

Amended and Restated Servicing Agreement, dated as of February

28, 2014, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Large Growth Fund, the Hennessy Cornerstone Value Fund, the Hennessy Large Value

Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (7)

First Amendment to Amended and Restated Servicing Agreement, dated as of March

1, 2015, between the registrant and Hennessy Funds Trust (on behalf of all Funds) (8)

Second Amendment to Amended and Restated Servicing Agreement, dated as of October

26, 2018, between the registrant and Hennessy Funds Trust (on behalf of all Funds) (16)

Sub-Advisory Agreement, dated as of October 26, 2018, between the registrant and BP Capital Fund Advisors, LLC (for the Hennessy BP Energy Transition Fund and the Hennessy BP Midstream Fund) (15)

Amended and Restated Servicing Agreement, dated as of February 28, 2014, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Large Growth Fund, the Hennessy Cornerstone Value Fund, the Hennessy Large Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (7)

First Amendment to Amended and Restated Servicing Agreement, dated as of March 1, 2015, between the registrant and Hennessy Funds Trust (on behalf of all Funds) (8)

Second Amendment to Amended and Restated Servicing Agreement, dated as of October 26, 2018, between the registrant and Hennessy Funds Trust (on behalf of all Funds) (16)

Hennessy Advisors, Inc.

5 unchanged sentences

Second Amended and Restated Bonus Agreement, dated as of January 26, 2018, between the registrant and Teresa M.

Nilsen (1)(13)

Amended and Restated Bonus Agreement, dated as of October 10, 2016, between the registrant and Daniel B.

Steadman (1)(9)

Employment Agreement, dated as of January 26, 2018, between the registrant and Teresa M.

Nilsen (1)(13)

Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, between the registrant and Neil

Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, between the registrant and Neil J.

Hennessy (1)(16)

4 unchanged sentences

Written Statement of the Principal Financial Officer, Pursuant to 18 U.S.C.

Financial statements from the Annual Report on Form 10-K of the registrant for the year ended September 30, 2020, filed on December 1, 2020, formatted in XBRL:

(i) the Balance

Financial statements from the Annual Report on Form 10-K

of the registrant for the year ended September 30, 2021, filed on November 24, 2021, formatted in XBRL:

(i) the Balance Sheets;

(ii) the Statements of Income and Comprehensive Income;

2 unchanged sentences

and (v) the Notes to Financial Statements.

The Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

The related schedules to the agreement are not being filed herewith.

The registrant agrees to furnish

supplementally a copy of any such schedules to the Securities and Exchange Commission upon request.

The registrant agrees to furnish supplementally a copy of any such schedules to the Securities and Exchange Commission upon request.

Management contract or compensatory plan or arrangement.

2 unchanged sentences

filed August 6, 2001.

Incorporated by reference from the Companys Form 10-K for the

fiscal year ended September 30, 2009 (SEC File No.

Incorporated by reference from the Company’s Form 10-K

for the fiscal year ended September 30, 2009 (SEC File No.

filed December 4, 2009.

Incorporated by reference from the Companys Form 10-Q for

the quarter ended December 31, 2012 (SEC File No.

Incorporated by reference from the Company’s Form 10-Q

for the quarter ended December 31, 2012 (SEC File No.

filed January 17, 2013.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

Incorporated by reference from the Company’s Current Report on Form 8-K

(SEC File No.

filed September 18, 2013.

Incorporated by reference to Annex A of the Companys definitive proxy statement on Schedule 14A for

the Companys Special Meeting of Shareholders held on March 26, 2015 (SEC File No.

Incorporated by reference to Annex A of the Company’s definitive proxy statement on Schedule 14A for the Company’s Special Meeting of Shareholders held on March 26, 2015 (SEC File No.

filed February 21, 2014.

Incorporated by reference from the Companys Form 10-Q for

the quarter ended June 30, 2014 (SEC File No.

Incorporated by reference from the Company’s Form 10-Q

for the quarter ended June 30, 2014 (SEC File No.

filed August 6, 2014.

Incorporated by reference from the Companys Form 10-K for the

fiscal year ended September 30, 2015 (SEC File No.

Incorporated by reference from the Company’s Form 10-K

for the fiscal year ended September 30, 2015 (SEC File No.

filed November 30, 2015.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

Incorporated by reference from the Company’s Current Report on Form 8-K

(SEC File No.

filed October 13, 2016.

Incorporated by reference from the Companys Form 10-K for the

fiscal year ended September 30, 2016 (SEC File No.

Incorporated by reference from the Company’s Form 10-K

for the fiscal year ended September 30, 2016 (SEC File No.

filed December 1, 2016.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

Incorporated by reference from the Company’s Current Report on Form 8-K

(SEC File No.

filed March 7, 2017.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

Incorporated by reference from the Company’s Current Report on Form 8-K

(SEC File No.

filed May 11, 2017.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

Incorporated by reference from the Company’s Current Report on Form 8-K

(SEC File No.

filed January 25, 2018.

Incorporated by reference from the Companys Form 10-Q for

the quarter ended March 31, 2018 (SEC File No.

Incorporated by reference from the Company’s Form 10-Q

for the quarter ended March 31, 2018 (SEC File No.

filed May 2, 2018.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

001-36423) filed July 11, 2018.

Incorporated by reference from the Companys Form 10-K for the

fiscal year ended September 30, 2018 (SEC File No.

Incorporated by reference from the Company’s Form 10-K

for the fiscal year ended September 30, 2018 (SEC File No.

filed November 28, 2018.

Incorporated by reference from the Companys Current Report on

Form 8-K (SEC File No.

Incorporated by reference from the Company’s Current Report on Form 8-K

(SEC File No.

filed February 25, 2019.

FORM 10-K SUMMARY

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:

Incorporated by reference from the Company’s Current Report on Form 8-K

(SEC File No.

filed October 20, 2021.

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:

Hennessy Advisors, Inc.

December 1, 2020

/s/ Teresa M.

President, Chief Operating Officer, Secretary, and Director

(As a duly authorized officer on behalf of the registrant and as Principal Executive Officer)

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:

November 24, 2021

President, Chief Operating Officer, and Director

(As a duly authorized officer on behalf of the registrant and as

Principal Executive Officer)

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:

/s/ Kathryn R.

December 1, 2020

November 24, 2021

Chief Financial Officer and Senior Vice President

(Principal Financial and Accounting Officer)

December 1, 2020

November 24, 2021

Chief Executive Officer and Chairman of the Board of Directors

/s/ Daniel B.

December 1, 2020

November 24, 2021

Executive Vice President and Director

/s/ Henry Hansel

December 1, 2020

November 24, 2021

/s/ Daniel G.

December 1, 2020

November 24, 2021

/s/ Rodger Offenbach

December 1, 2020

November 24, 2021

Rodger Offenbach

/s/ Susan Pomilia

December 1, 2020

Susan Pomilia

November 24, 2021

/s/ Thomas L.

December 1, 2020

November 24, 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