What changed in this filing

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Item 9A. Controls and Procedures

2025-05-14 compared with 2024-05-15 · 35 added, 77 removed, 136 unchanged (45% of the section changed)

14 unchanged sentences

Management assessed the effectiveness of our internal control over financial reporting as of March 30, 2025, 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 31, 2024, we have excluded the water treatment operations acquired from Water Solutions and Miami Products in October 2023 and Industrial Research acquired in March 2024.

The financial statements of these businesses comprise less than 15% of total assets and less than 2% of total revenues in our consolidated financial amounts as of and for the year ended March 31, 2024.

In making this assessment as of March 30, 2025, we have excluded the water treatment operations acquired from Amerochem in January 2025 and Waterguard in October 2024.

The financial statements of these businesses comprise less than 10% of total assets and less than 2% of total revenues in our consolidated financial statements as of and for the year ended March 30, 2025.

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

11 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information about our Executive Officers

Our current executive officers, their ages and offices held, are set forth below:

Name Age Office

Hawkins 53 Chief Executive Officer and President

Oldenkamp 51 Executive Vice President, Chief Financial Officer and Treasurer

Erstad 60 Vice President, General Counsel and Secretary

Grahek 54 Vice President — Operations

Lange 54 Vice President — Water Treatment Group

Mangine 66 Vice President — Industrial Group

Rozeboom 62 Vice President — Health and Nutrition

Hawkins has been our Chief Executive Officer and President and member of our board since 2011.

Hawkins has held the position of President since 2010.

He joined the Company in 1992 and served as the Business Director - Food and Pharmaceuticals, a position he held from 2009 to 2010.

Previously he served as Business Manager - Food and Co-Extrusion Products from 2007 to 2009 and Sales Representative - Food Ingredients from 2002 to 2007.

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 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.

Erstad was General Counsel and Secretary of BUCA, Inc., a restaurant company, from 2005 to 2008.

Erstad had previously been an attorney with the corporate group of Faegre & Benson LLP, a law firm, from 1996 to 2005, where his practice focused on securities law and mergers and acquisitions.

He is a member of the Minnesota Bar.

Grahek has been our Vice President - Operations since September 2018.

Prior to joining Hawkins, Mr.

Grahek was Adjunct Faculty at the University of Minnesota College of Continuing Education and a Business Administrator in the Archdiocese of St.

Paul and Minneapolis from June 2017 to June 2018;

Director of Service Operations and Supply Chain with Ulta Beauty, Inc.

from April 2016 to June 2017;

and Director of Stores with Field and Stream Outdoor Stores, a division of Dick’s Sporting Goods, Inc.

from July 2015 to April 2016.

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

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

Prior to attaining this position, Mr.

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.

Mangine has been our Vice President - Industrial Group since 2021.

Prior to attaining this position, Mr.

Mangine served as the Industrial Sales Manager from 2011 to 2021, after joining Hawkins in 2000 as an Account Manager.

Rozeboom has been our Vice President - Health and Nutrition since 2019.

Prior to attaining this position, Ms.

Rozeboom held the position of Senior Vice President of Sales for Stauber from 2012 to 2019, Director of Sales from 2008 to 2012 and Account Executive from 2000 to 2008.

The disclosure under the headings “Election of Directors,” “Corporate Governance,” and, if applicable, “Delinquent Section 16(a) Reports” of the 2024 Proxy Statement is incorporated herein by reference.

The disclosure under the headings "Proposal One - Election of Directors,” “Corporate Governance,” and, if applicable, “Delinquent Section 16(a) Reports” of the 2025 Proxy Statement is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees, including our principal executive officer, principal financial officer, controller and other persons performing similar functions.

16 unchanged sentences

Reports of Independent Registered Public Accounting Firms.

Consolidated Balance Sheets at March 31, 2024 and April 2, 2023.

Consolidated Statements of Income for the fiscal years ended March 31, 2024, April 2, 2023 and April 3, 2022.

Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2024, April 2, 2023 and April 3, 2022.

Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 31, 2024, April 2, 2023, and April 3, 2022.

Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2024, April 2, 2023, and April 3, 2022.

Consolidated Balance Sheets at March 30, 2025 and March 31, 2024.

Consolidated Statements of Income for the fiscal years ended March 30, 2025, March 31, 2024 and April 2, 2023.

Consolidated Statements of Comprehensive Income for the fiscal years ended March 30, 2025, March 31, 2024 and April 2, 2023.

Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 30, 2025, March 31, 2024, and April 2, 2023.

Consolidated Statements of Cash Flows for the fiscal years ended March 30, 2025, March 31, 2024, and April 2, 2023.

Notes to Consolidated Financial Statements.

13 unchanged sentences

Incorporated by Reference

10.1* Hawkins, Inc.

2010 Omnibus Incentive Plan.

Incorporated by Reference

10.2* Hawkins, Inc.

Executive Severance Plan.

10.1* Amended and Restated Executive Severance Plan.

Incorporated by Reference

10.3* Employee Stock Purchase Plan, as amended.

10.2* Employee Stock Purchase Plan, as amended on August 2, 2018.

Incorporated by Reference

3 unchanged sentences

Incorporated by Reference

10.5 Second Amended and Restated Credit Agreement, dated as of March 31, 2022, among the Company, U.S.

10.4 Second Amended and Restated Credit Agreement dated as of March 31 , 2022, among Hawkins, Inc., the lenders party thereto, and U.S.

Bank National Association, as an LC Issuer, Swing Line Lender and Administrative Agent.

Incorporated by Reference

10.5 First Amendment to Second Amended and Restated Credit Agreement dated as of May 30, 2024, among Hawkins, Inc., U.S.

Bank National Association, and certain financial institutions.

Incorporated by Reference

10.6 Joinder, Consent and Second Amendment to Second Amended and Restated Credit Agreement dated as of April 25, 2025 , amo ng Hawkins, Inc., U.S.

Bank National Association, and certain finan cial institutions .

Incorporated by Reference

10.7* Hawkins, Inc.

3 unchanged sentences

Incorporated by Reference

10.8* Nine Year LTI with Shirley Rozeboom.

Incorporated by Reference

19 Insider Trading Policy

Filed Electronically

21 Subsidiaries of the registrant.

14 unchanged sentences

97 Mandatory Clawback Policy (12)

Filed Electronically

Incorporated by Reference

101 Financial statements from the Annual Report on Form 10-K of Hawkins, Inc.

for the period ended March 31, 2024, filed with the SEC on May 15, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) the Consolidated Balance Sheets at March 31, 2024 and April 2, 2023, (ii) the Consolidated Statements of Income for the fiscal years ended March 31, 2024, April 2, 2023, and April 3, 2022, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2024, April 2, 2023, and April 3, 2022, (iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 31, 2024, April 2, 2023, and April 3, 2022, (v) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2024, April 2, 2023, and April 3, 2022, and (iv) Notes to Consolidated Financial Statements.

for the period ended March 30, 2025, as filed with the SEC on May 14, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, and (vii) the information set forth in Part II, Item 9B.

Filed Electronically

104 Cover Page Interactive Data File (embedded within the inline XBRL document) Filed Electronically

104 Cover Page Interactive Data File (embedded within the iXBRL document) Filed Electronically

* 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 3.2 to the Company’s Current Report on Form 8-K dated February 26, 2021 and filed 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 4.1 to the Company’s Annual Report on Form 10-K filed June 2,2021.

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

(5) 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.

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

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

(3) Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2021.

(4) Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2024.

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

(7) Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed May 17, 2023.

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

(6) Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 2, 2023.

(7) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on form 8-K filed April 1, 2022.

(8) Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2024.

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

(11) Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed June 2,2021.

(9) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 30, 2025.

(10) 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.

(11) Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2020.

(12) Incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

FORM 10-K SUMMARY

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VALUATION AND QUALIFYING ACCOUNTS

FOR THE FISCAL YEARS ENDED March 31, 2024, April 2, 2023 AND April 3, 2022

FOR THE FISCAL YEARS ENDED March 30, 2025, March 31, 2024 AND April 2, 2023

Description Balance at

7 unchanged sentences

Allowance for credit losses $ 356 $ 7 $ — $ — $ 363

Fiscal Year Ended April 2, 2023:

Fiscal Year Ended March 31, 2024:

Allowance for credit losses $ 190 $ 166 $ — $ — $ 356

2 unchanged sentences

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