What changed in this filing

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Item 9A. Controls and Procedures

2021-06-02 compared with 2020-05-20 · 49 added, 49 removed, 162 unchanged (38% of the section changed)

14 unchanged sentences

Management assessed the effectiveness of our internal control over financial reporting as of March 28, 2021, based on the criteria described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In making this assessment as of March 28, 2021, we have excluded the Louisiana water treatment operations acquired from C&L Aqua Professionals, Inc.

and LC Blending, Inc.

on December 30, 2020.

The financial statements of this business comprise 3.5% of total assets and less than 1% of total revenues in our consolidated financial amounts as of and for the year ended March 28, 2021.

We have excluded this business because we have not had sufficient time to make an assessment of its internal controls using the COSO criteria in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

In excluding this business from our assessment, we have considered the “Frequently Asked Questions” as set forth by the office of the Chief Accountant and the Division of Corporate Finance on June 24, 2004, as revised on September 24, 2007, which acknowledges that it may not be possible to conduct an assessment of an acquired business’s internal control over financial reporting in the period between the consummation date and the date of management’s assessment and contemplates that such business would be excluded from management’s assessment in the year of acquisition.

Based on this assessment, management believes that our internal control over financial reporting was effective as of March 28, 2021.

Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting for March 28, 2021 which is included in the Report of Independent Registered Public Accounting Firm in Item 8 of this Annual Report on 10-K.

Attestation Report of Registered Public Accounting Firm

The attestation report required under this Item 9A is contained in Item 8 of this Annual Report on 10-K under the caption “Report of Independent Registered Public Accounting Firm.”

Changes in Internal Control Procedures

8 unchanged sentences

Hawkins 50 Chief Executive Officer and President

Oldenkamp 47 Vice President, Chief Financial Officer, and Treasurer

Oldenkamp 48 Executive Vice President, Chief Financial Officer and Treasurer

Erstad 57 Vice President, General Counsel and Secretary

Grahek 51 Vice President — Operations

Keller 60 Vice President — Water Treatment Group

Lange 51 Vice President — Water Treatment Group

Moran 58 Vice President — Purchasing, Logistics and Sales Support

6 unchanged sentences

He previously served the Company in various other capacities, including Plant Manager, Quality Director and Technical Director.

Oldenkamp has been our Executive Vice President, Chief Financial Officer and Treasurer since October 2021.

Oldenkamp joined Hawkins in May 2017 and assumed the role of Chief Financial Officer, Vice President and Treasurer in June 2017.

Prior to joining Hawkins, Mr.

Oldenkamp was with MTS Systems Corporation, a supplier of high-performance test systems and sensors, where he served as Chief Financial Officer from January 2015 to May 2017 and as Vice President of Finance for the MTS Test business from January 2014 to January 2015, and with Nilfisk-Advance, Inc., a global manufacturer of professional cleaning equipment, where he served as Americas Operations Chief Financial Officer and Vice President from 2012 to 2014.

Oldenkamp was with MTS Systems Corporation, a supplier of high-performance test systems and sensors, where he served as Chief Financial Officer from 2015 to May 2017 and as Vice President of Finance for the MTS Test business from 2014 to 2015, and with Nilfisk-Advance, Inc., a global manufacturer of professional cleaning equipment, where he served as Americas Operations Chief Financial Officer and Vice President from 2012 to 2014.

Erstad has been our Vice President, General Counsel and Secretary since 2008.

11 unchanged sentences

Previously, he spent a total of 23 years at Target Corporation in a variety of operations, merchandising and property management positions.

Keller has been our Vice President - Water Treatment Group since 2012.

Lange has been our Vice President - Water Treatment Group since June 2020.

Prior to attaining this position, Mr.

Keller held various positions since joining the Company in 1980, most recently as its Water Treatment General Manager, a position he had held since 2011.

Previously, Mr.

Keller served as a Regional Manager of the Water Treatment Group from 2002 to 2011.

Keller has announced his intent to retire from all positions in July of 2020.

Lange served the Company as General Manager and Product Development Manager for the Water Treatment Group after joining the company in January 2019.

Prior to joining the Company, Mr.

Lange was with H.B.

Fuller Company, a global supplier of special adhesives, where he served as Global Marketing Manager and Product Manager for specialty markets in electronics and wood products from 2011 to January 2019.

Lange served in various roles in the specialty adhesives market for a total of 21 years prior to joining the Company.

Moran has been our Vice President - Purchasing, Logistics and Sales Support since June 2017.

6 unchanged sentences

Sevenich was the Business Unit Manager of Manufacturing from 1998 to 2000 and was a Sales Representative with the Company from 1989 to 1998.

Sevenich has announced his intent to retire from all positions in June 2021.

The disclosure under the headings “Election of Directors,” “Corporate Governance,” and, if applicable, “Delinquent Section 16(a) Reports” of the 2021 Proxy Statement is incorporated herein by reference.

18 unchanged sentences

Consolidated Balance Sheets at March 28, 2021 and March 29, 2020.

Consolidated Statements of Income for the fiscal years ended March 29, 2020, March 31, 2019 and April 1, 2018.

Consolidated Statements of Comprehensive Income for the fiscal years ended March 29, 2020, March 31, 2019 and April 1, 2018.

Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 29, 2020, March 31, 2019, and April 1, 2018.

Consolidated Statements of Cash Flows for the fiscal years ended March 29, 2020, March 31, 2019, and April 1, 2018.

Consolidated Statements of Income for the fiscal years ended March 28, 2021, March 29, 2020 and March 31, 2019.

Consolidated Statements of Comprehensive Income for the fiscal years ended March 28, 2021, March 29, 2020 and March 31, 2019.

Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019.

Consolidated Statements of Cash Flows for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019.

Notes to Consolidated Financial Statements.

6 unchanged sentences

Exhibit Index

Unless otherwise indicated, all documents incorporated into this Annual Report on Form 10-K by reference to a document filed with the SEC are located under file number 0-7647.

Exhibit Description Method of Filing

3.1 Amended and Second Restated Articles of Incorporation.(1)

3.1 Restated Articles of Incorporation.(1)

Incorporated by Reference

6 unchanged sentences

Incorporated by Reference

10.2* Form of Performance-Based Unit Award Notice and Restricted Stock Agreement under the Company’s 2010 Omnibus Incentive Plan.(4)

Incorporated by Reference

10.3* Form of Restricted Stock Agreement under the Company’s 2010 Omnibus Incentive Plan.(5)

Incorporated by Reference

10.2* Hawkins, Inc.

1 unchanged sentence

Incorporated by Reference

10.5 Commitment Letter, dated November 23, 2015, by and among the Company, U.S.Bank National Association, and JP Morgan Chase Bank, N.A.

Incorporated by Reference

10.6 Credit Agreement dated as of December 23, 2015 among the Company, U.S.

Bank National Association, and certain financial institutions.(8)

Incorporated by Reference

10.3 Employee Stock Purchase Plan, as amended.

7 unchanged sentences

10.6 Form of Performance Stock Unit Award Notice and Restricted Stock Agreement under the Company’s 2019 Equity Incentive Plan .

Incorporated by Reference

10.7 Nine Year LTI with Shirley Rozeboom.

Filed Electronically

21 Subsidiaries of the registrant (1 2 )

16.1 Correspondence from KPMG LLP dated February 11, 2020 .

Incorporated by Reference

23.1 Consent of Independent Registered Public Accounting Firm.

21 Subsidiaries of the registrant.

Filed Electronically

23.1 Consent of Grant Thornton LLP.

Filed Electronically

23.2 Consent of KPMG LLP.

Filed Electronically

24.1 Powers of Attorney.

11 unchanged sentences

for the period ended March 28, 2021, filed with the SEC on May 20, 2021, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) the Consolidated Balance Sheets at March 29, 2020 and March 31, 2019, (ii) the Consolidated Statements of Income for the fiscal years ended March 29, 2020, March 31, 2019, and April 1, 2018, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended March 29, 2020, March 31, 2019, and April 1, 2018, (iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 29, 2020, March 31, 2019, and April 1, 2018, (v) Consolidated Statements of Cash Flows for the fiscal years ended March 29, 2020, March 31, 2019, and April 1, 2018, and (iv) Notes to Consolidated Financial Statements.

(i) the Consolidated Balance Sheets at March 28, 2021 and March 29, 2020 (ii) the Consolidated Statements of Income for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019, (iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019 (v) Consolidated Statements of Cash Flows for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019, and (iv) Notes to Consolidated Financial Statements.

Filed Electronically

1 unchanged sentence

* Management contract or compensation plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.

(1) Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.

(1) Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated February 26, 2021 and filed March March 2, 2021.

(2) Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 28, 2009 and filed November 3, 2009.

(3) Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed June 6, 2011 (file no.

(4) Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.

(5) Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.

(3) Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed June 6, 2011.

(4) Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 3, 2011.

(7) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 23, 2015

(8) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 23, 2015.

(9) Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed November 2, 2018 (File no.

(10) Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 8-K filed December 3, 2018 (File no.

(5) Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed November 2, 2018.

(6) Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 8-K filed December 3, 2018.

(7) Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2019.

(12) Incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K filed May 31, 2018 (File no.

(8) Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed May 20,2020.

(9) Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K dated February 11, 2020.

FORM 10-K SUMMARY

6 unchanged sentences

/s/ Patrick H.

Hawkins May 20, 2020

Hawkins June 2, 2021

Hawkins Chief Executive Officer, President and Director

1 unchanged sentence

/s/ Jeffrey P.

Oldenkamp May 20, 2020

Oldenkamp Vice President, Chief Financial Officer and Treasurer

Oldenkamp June 2, 2021

Oldenkamp Executive Vice President and Chief Financial Officer

(principal financial officer and principal accounting officer)

* Chairman of the Board, Director May 20, 2020

* Director May 20, 2020

* Director June 2, 2021

Faulconbridge

* Director May 20, 2020

* Director June 2, 2021

Yi "Faith" Tang

* Director June 2, 2021

Hawkins, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to Powers of Attorney duly executed by such persons.

3 unchanged sentences

VALUATION AND QUALIFYING ACCOUNTS

FOR THE FISCAL YEARS ENDED March 29, 2020, March 31, 2019 AND April 1, 2018

FOR THE FISCAL YEARS ENDED March 28, 2021, March 29, 2020 AND March 31, 2019

Description Balance at

9 unchanged sentences

Allowance for doubtful accounts $ 620 $ 448 $ — $ 284 $ 784

Fiscal Year Ended April 1, 2018:

Fiscal Year Ended March 31, 2019:

Allowance for doubtful accounts $ 942 $ 92 $ — $ 414 $ 620

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