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OTHER INFORMATION
−Removed: On January 7, 2021, our Board of Directors approved and adopted amendments to the Company’s Amended and Restated By-Laws, effective on that date.
−Removed: The amendments amend Section 1, Section 4, Section 5, Section 6(e), and Section 7(c) of Article II of the Amended and Restated By-Laws to explicitly provide for shareholder meetings to be conducted by means of remote communication and related matters.
−Removed: The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, as so amended, a copy of which is filed as Exhibit 3.2 hereto and is incorporated herein by reference.
During the fourth quarter of fiscal 2021, the Audit Committee of the Board of Directors did not engage our independent registered public accounting firm to perform any new non-audit services.
This disclosure is made pursuant to Section 10A(i)(2) of the Securities Exchange Act of 1934, as amended, as added by Section 202 of the Sarbanes-Oxley Act of 2002.
−Removed: The graph below matches the cumulative 5-Year total return of holders of Hurco Companies, Inc.'s common stock with the cumulative total returns of the Russell 2000 index, the NASDAQ Global Select index and a customized peer group of eighteen companies that includes:
−Removed: Ampco-Pittsburgh Corp, DMC Global Inc., Douglas Dynamics Inc., Eastern Co, FARO Technologies Inc., Graham Corp, Helios Technologies Inc., IEC Electronics Corp, Kadant Inc., Key Tronic Corp, L S Starrett Co, Novanta Inc., Onto Innovation Inc., Proto Labs Inc., QAD Inc., Transcat Inc., Twin Disc Inc.
+Added: The following graph compares the cumulative 5-Year total return to shareholders of Hurco Companies, Inc.'s common stock relative to the cumulative total returns of the Russell 2000 index, the Nasdaq Global Select index and two customized peer groups of sixteen companies and eighteen companies for the 2020 peer group and the 2021 peer group, respectively, whose individual companies are listed below.
+Added: An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index and in each of the peer groups on October 31, 2016 and its relative performance is tracked through October 31, 2021.
+Added: ● The sixteen companies included in the Company's first customized peer group are:
+Added: Ampco-Pittsburgh Corp, DMC Global Inc., Douglas Dynamics Inc., Eastern Co, Faro Technologies Inc., Graham Corp, Helios Technologies Inc., Kadant Inc., Key Tronic Corp, L S Starrett Co, Novanta Inc., Onto Innovation Inc., Proto Labs Inc., Transcat Inc., Twin Disc Inc.
and Vishay Precision Group Inc.
−Removed: The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on October 31, 2015 and tracks it through October 31, 2020.
+Added: ● The eighteen companies included in the Company's second customized peer group are:
+Added: Ampco-Pittsburgh Corp, Broadwind Inc., DMC Global Inc., Douglas Dynamics Inc., Eastern Co, Energy Recovery Inc., Faro Technologies Inc., Graham Corp, Helios Technologies Inc., Key Tronic Corp, L S Starrett Co, Omega Flex Inc., Onto Innovation Inc., Proto Labs Inc., Transcat Inc., Twin Disc Inc., UFP Technologies Inc.
+Added: and Vishay Precision Group Inc.
Hurco Companies, Inc.
NASDAQ Global Select
+Added: 2020 Peer Group
+Added: 2021 Peer Group
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
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The following exhibits are filed with this report:
−Removed: Amended and Restated By-Laws of the Registrant as amended through January 7, 2021.
−Removed: Description of the Company’s Common Stock.
Subsidiaries of the Registrant.
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Amended and Restated Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 1997.
+Added: Amended and Restated By-Laws of the Registrant as amended through March 12, 2021, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 12, 2021.
+Added: Description of the Company’s Common Stock, incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K filed on January 8, 2021.
Hurco Companies, Inc.
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and Michael Doar, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 16, 2012.
+Added: First Amendment to Employment Agreement, dated as of November 11, 2021, by and between Hurco Companies, Inc.
+Added: and Michael Doar, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 17, 2021.
Employment Agreement dated March 15, 2012, between Hurco Companies, Inc.
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Volovic, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed March 16, 2012.
+Added: First Amendment to Employment Agreement, dated as of November 11, 2021, by and between Hurco Companies, Inc.
+Added: and Gregory S.
+Added: Volovic, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 17, 2021.
Employment Agreement dated March 15, 2012, between Hurco Companies, Inc.
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and Hurco B.V., as the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 29, 2020.
+Added: Third Amendment to Credit Agreement, dated as of December 17, 2021, to the Credit Agreement, dated as of December 31, 2018, among Hurco Companies, Inc.
+Added: and Hurco B.V., as the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 23, 2021.
The indicated exhibit is a management contract, compensatory plan, or arrangement required to be listed by Item 601 of Regulation S-K.
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HURCO COMPANIES, INC.
−Removed: Executive Vice President, Secretary, Treasurer and
+Added: Executive Vice President, Treasurer and
Chief Financial Officer
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Signature and Title(s)
−Removed: /s/ Michael Doar
+Added: /s/ Gregory S.
January 7, 2022
−Removed: Michael Doar, Chairman and
−Removed: Chief Executive Officer of Hurco Companies, Inc.
+Added: Chief Executive Officer and President
+Added: of Hurco Companies, Inc.
(Principal Executive Officer)
January 7, 2022
−Removed: Executive Vice President, Secretary, Treasurer and
+Added: Executive Vice President, Treasurer and
Chief Financial Officer of Hurco Companies, Inc.
−Removed: (Principal Financial Officer and Principal Accounting Officer)
+Added: (Principal Financial Officer)
+Added: /s/ HaiQuynh Jamison
+Added: January 7, 2022
+Added: HaiQuynh Jamison
+Added: Corporate Controller of Hurco Companies, Inc.
+Added: (Principal Accounting Officer)
+Added: /s/ Michael Doar
+Added: January 7, 2022
+Added: Michael Doar, Executive Chairman of the Board
/s/ Thomas A.
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Aaro, Director
−Removed: /s/ Robert W.
−Removed: January 8, 2021
−Removed: Cruickshank, Director
/s/ Cynthia Dubin
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Janaki Sivanesan, Director
−Removed: /s/ Gregory Volovic
−Removed: January 8, 2021
−Removed: Gregory Volovic, Director
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.