What changed in this filing

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Item 9A. Controls and Procedures

2024-03-08 compared with 2023-03-16 · 61 added, 30 removed, 89 unchanged (51% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls a nd procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of December 31, 2022, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

We maintain “disclosure controls a nd procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal financial officer , evaluated, as of the period ended December 31, 2023, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Management’s Annual Report on Internal Control over Financial Reporting

9 unchanged sentences

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our management, including our Chief Executive Officer and Chief Financial Officer, believe that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

Our management, including our principal executive officer and principal financial officer , believe that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

3 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, and is incorporated herein by reference.

The information required by this item will be set forth under the captions “Election of Directors”, “Delinquent Section 16(a) Reports”, and “Information Regarding the Board and Corporate Governance” in the Company’s definitive Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

We maintain a Code of Conduct that is applicable to all employees, officers and directors.

3 unchanged sentences

Executive Compensation

The information required by this item will be set forth under the captions “Executive Compensation” and “Information Regarding the Board and Corporate Governance” in the Company’s definitive Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item will be set forth under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the Company’s definitive Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be set forth under the captions “Transactions with Related Persons and Indemnification” and “Information Regarding the Board and Corporate Governance in the Company’s definitive Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this item will be set forth under the caption “Ratification of Selection of Independent Registered Public Accounting Firm” in the Company’s definitive Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

11 unchanged sentences

Amended and Restated Bylaws of the Company.

10-K 001-40378 3.2 3/16/2023

Form of Common Stock Certificate 10-K 001-40378 4.1 3/28/2022

Description of Capital Stock 10-K 001-40378 4.2 3/28/2022

Amendment Nineteen to the Logistics Services Agreement, dated as of May 17, 2022, by and between the Company and Geodis Logistics, LLC.

Amended and Restated Investors’ Rights Agreement, dated as of June 11, 2018.

S-1 333-255150 10.1 4/9/2021

2011 Stock Incentive Plan and forms of agreements thereunder.

S-1 333-255150 10.2 4/9/2021

2021 Equity Incentive Plan and forms of agreements thereunder.

S-1/A 333-255150 10.3 4/20/2021

2021 Employee Stock Purchase Plan.

S-1/A 333-255150 10.4 4/20/2021

Non-Employee Director Compensation Policy.

S-1/A 333-255150 10.5 4/26/2021

Form of Indemnity Agreement entered into by and between the Company and each director and executive officer.

S-1/A 333-255150 10.6 4/20/2021

Amended and Restated Employment Agreement, dated April 26, 2021, by and between the Company and Jessica Warren.

S-1/A 333-255150 10.8 4/26/2021

Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Brendan Sheehey.

S-1/A 333-255150 10.16 4/26/2021

Office Lease, dated as of July 8, 2015, by

and between the Company and CV

Latitude 34 LLC.

S-1 333-255150 10.17 4/9/2021

Warehouse Lease Agreement, dated as of

November 16, 2016, by and between the

Company and GLP US Management LLC

(as successor in interest to PHI Donovan

Land, LLC), as amended.

S-1 333-255150 10.18 4/9/2021

Employment Agreement, dated April 22,

2022, by and between the Company and

Steve Winchell.

10-Q 001-40378 10.1 5/13/2022

Amendment Twenty to the Logistics Services Agreement, dated as of July 15, 2022, by and between the Company and Geodis Logistics, LLC.

Employment Agreement, dated April 13, 2023, by and between the Company and Katherine Barton.

10-Q 001-40378 10.1 5/9/2023

Amendment Twenty One to the Logistics Services Agreement, dated as of September 2, 2022, by and between the Company and Geodis Logistics, LLC.

Employment Agreement, dated August 31, 2023, by and between the Company and David Loretta.

10-Q 001-40378 10.1 11/8/2023

Amendment Twenty-Two to the Logistics Services Agreement, dated as of December 8, 2022, by and between the Company and Geodis Logistics, LLC.

Amendment Twenty-Three to the Logistics Services Agreement, dated as of December 30, 2022, by and between the Company and Geodis Logistics, LLC.

Separation Agreement and Release of Claims, dated September 29, 2023, by and between the Company and Kelly Kennedy.

10-Q 001-40378 10.2 11/8/2023

Credit Agreement dated January 25, 2023, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

8-K 001-40378 10.1 1/27/2023

Employment Agreement, dated April 22, 2022, by and between the Company and Steve Winchell.

10-Q 001-40378 10.1 5/13/2022

Separation Agreement and Release of Claims, dated January 10, 2023, by and between the Company and Nikolas Vlahos.

10-K 001-40378 10.5 3/16/2023

Employment Agreement, dated January 9, 2023, by and between the Company and Carla Vernón.

Fourth Amended and Restated Contract Manufacturing Agreement, dated as of December 21, 2022, by and between the Company and Valor Brands LLC, a.k.a.

Ontex North America.

Amendment Twenty-Four to the Logistics Services Agreement, dated as of February 28, 2023 by and between the Company and Geodis Logistics, LLC.

10-K 001-40378 10.6 3/16/2023

2023 Inducement Plan 8-K 001-40378 10.1 3/16/2023

Form of Global RSU Award Grant Notice and Global RSU Award Agreement under the 2023 Inducement Plan 8-K 001-40378 10.2 3/16/2023

List of Subsidiaries X

Third Amended and Restated Contract Manufacturing Agreement, dated as of January 1, 2024 by and between the Company and Valor Brands LLC, a.k.a.

Ontex North America.

Employment Agreement, dated January 1, 2024, by and between the Company and Dorria Ball.

List of Subsidiaries 10-K 001-40378 21.1 3/16/2023

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X

The Honest Company, Inc.

Clawback Policy X

Inline XBRL Instance Document

16 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carla Vernón, Kelly Kennedy and Brendan Sheehey, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carla Vernón, David Loretta and Brendan Sheehey, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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.

3 unchanged sentences

(Principal Executive Officer)

Kennedy Executive Vice President, Chief Financial Officer

/s/ David Loretta Executive Vice President, Chief Financial Officer

March 8, 2024

Kennedy (Principal Financial and Accounting Officer)

David Loretta (Principal Financial and Accounting Officer)

/s/ Jessica Warren Chief Creative Officer and Director

1 unchanged sentence

Jessica Warren

White Director March 16, 2023

/s/ Katie Bayne Director March 8, 2024

Brown Director March 16, 2023

/s/ Michael Barkley Director March 8, 2024

Michael Barkley

/s/ Susan Gentile Director March 8, 2024

1 unchanged sentence

Hartung Director March 8, 2024

/s/ Eric Liaw Director March 16, 2023

/s/ Avik Pramanik Director March 16, 2023

Avik Pramanik

/s/ Nikolaos Vlahos Director March 16, 2023

Nikolaos Vlahos

/s/ Alissa Hsu Lynch Director March 8, 2024

Alissa Hsu Lynch

/s/ Andrea Turner Director March 8, 2024

Andrea Turner

White Director March 8, 2024

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