What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-28 compared with 2022-02-24 · 36 added, 50 removed, 158 unchanged (35% of the section changed)

6 unchanged sentences

Our independent registered public accounting firm, Grant Thornton LLP, has audited the effectiveness of our internal control over financial reporting and as of December 31, 2022, as stated in their report, which is included herein.

The following material weaknesses previously reported in our Amended Annual Report on Form 10-K for the year ended December 31, 2020 have been remediated at December 31, 2021:

(a) segregation of duties (resulting from the small number of individuals performing the accounting functions), including the lack of a formal journal entry review and approval process;

(b) the design and operation of our information technology general controls;

and (c) our overall closing and financial reporting processes, including accounting for significant and unusual transactions.

The following describes our remediation of the material weaknesses described above:

• Segregation of duties – the Company implemented NetSuite, an Oracle cloud-based ERP and financial reporting solution including configurable workflows and user roles, expanded the accounting team and implemented additional internal controls around the underlying processes.

• Formal journal entry review and approval process – the Company implemented workflow steps within NetSuite to ensure all journal entries are approved before posting to the general ledger.

• Information technology general control design and operation – the Company implemented NetSuite including configurable workflows and user roles.

The Company further implemented additional information technology general controls and conducted full user access reviews.

Finally, the Company expanded the information technology department, including the hiring of a CIO, to allow for performance of system administration tasks.

• Overall closing and financial reporting processes including accounting for significant and unusual transactions – In addition to the above remediation efforts, the Company enhanced its processes to identify and appropriately apply accounting requirements for complex transactions, including enhanced access to accounting literature and research materials and increased communication and assistance among and from our personnel and third-party professionals.

Changes in Internal Control over Financial Reporting

As discussed above, we implemented certain measures to remediate the material weaknesses identified in the design and operation of our internal control over financial reporting.

Other than those measures, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In September 2022, we acquired certain assets (the “Acquired Assets”) of General Electric Company's GE Additive business (the “Acquisition”).

As a result, the Company has expanded certain controls such as review and integration of a material acquisition.

Limitations on Controls

8 unchanged sentences

We have audited the internal control over financial reporting of Hyliion Holdings Corp.

and subsidiaries (the “Company”) as of December 31, 2021 based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

20 unchanged sentences

OTHER INFORMATION

Amended and Restated Employment Agreements with Executive Officers

On February 23, 2022, the Company entered into amended and restated employment agreements (the “Agreements”) with the following executive officers:

Healy, Chief Executive Officer;

Sherri Baker, Chief Financial Officer;

Gallagher, Chief Operating Officer;

Jose Oxholm, General Counsel and Chief Compliance Officer;

and Patrick Sexton, Chief Technology Officer.

The amendments give the Board and Compensation Committee increased flexibility to provide market competitive compensation to the Company’s executive team, specifically in relation to the value and number of shares of annual time-based equity awards granted to each of the executives under the Company’s 2020 Equity Incentive Plan.

All other terms and conditions of the Agreements remain unchanged.

The foregoing description of the Agreements is qualified in its entirety by the full text of the Agreements, which are filed as exhibits to this 10-K.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

23 unchanged sentences

001-38823) filed with the SEC on June 19, 2020).

2.2+ Asset Purchase Agreement, dated August 24, 2022, by and between Hyliion Holdings Corp.

and General Electric Company, acting solely by and through its GE Aviation business unit (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on August 25, 2022).

3.1 Second Amended and Restated Certificate of Incorporation of the Company, dated October 1, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

17 unchanged sentences

10.4† Hyliion Inc.

2016 Equity Incentive Plan (incorporate d by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (File No.

2016 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (File No.

333-251328) filed with the SEC on December 14, 2020).

12 unchanged sentences

333-251328) filed with the SEC on December 14, 2020).

10.6† Employment Agreement, dated October 23, 2020, by and between the Company and Greg Van de Vere (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No.

333-249649) filed with the SEC on October 23, 2020).

10.7† Employment Agreement, dated December 2, 2020, by and between Hyliion Holdings Corp.

and Thomas Healy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on December 7, 2020).

10.5(c)*† Hyliion 2020 Equity Incentive Plan, Form of PRSU Award Agreement.

10.6† Employment Agreement, dated December 2, 2020, by and between Hyliion Holdings Corp.

1 unchanged sentence

001-38823) filed with the SEC on December 7, 2020).

10.9† Employment Agreement, dated January 8, 2021, by and between Hyliion Holdings Corp.

and Sherri Baker (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 (File No.

001-38823) filed with the SEC on May 17, 2021.

10.10† Employment Agreement, dated August 10, 2021, by and between Hyliion Holdings Corp.

and Dennis M.

Gallagher (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-38823) filed with the SEC on November 10, 2021).

10.7† Amendment to Employment Agreement, dated October 13, 2021, by and between Hyliion Holdings Corp.

2 unchanged sentences

10.8+ First Amendment to Industrial Lease, dated December 1, 2020, by and between IGX Brushy Creek, LLC and Hyliion Inc.

(incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K (File No.

001-38823) filed with the SEC on February 24, 2022).

10.9+ Second Amendment to Industrial Lease, dated June 2, 2021, by and between IGX Brushy Creek, LLC and Hyliion Inc.

(incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No.

001-38823) filed with the SEC on February 24, 2022).

10.10+ Third Amendment to Industrial Lease, dated December 17, 2021, by and between IGX Brushy Creek, LLC and Hyliion Inc.

(incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No.

001-38823) filed with the SEC on February 24, 2022).

10.11† Amended and Restated Employment Agreement, dated February 24, 2022, by and between Hyliion Holdings Corp.

and Thomas Healy.

and Thomas Healy (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K (File No.

001-38823) filed with the SEC on February 24, 2022).

10.12† Amended and Restated Employment Agreement, dated February 24, 2022, by and between Hyliion Holdings Corp.

and Sherri Baker.

and Sherri Baker (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K (File No.

001-38823) filed with the SEC on February 24, 2022).

10.13† Amended and Restated Employment Agreement, dated February 24, 2022, by and between Hyliion Holdings Corp.

and Dennis Gallagher.

and Dennis Gallagher (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K (File No.

001-38823) filed with the SEC on February 24, 2022).

10.14† Amended and Restated Employment Agreement, dated February 24, 2022, by and between Hyliion Holdings Corp.

and Patrick Sexton.

and Patrick Sexton (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K (File No.

001-38823) filed with the SEC on February 24, 2022).

10.15† Amended and Restated Employment Agreement, dated February 24, 2022, by and between Hyliion Holdings Corp.

and Jose Oxholm.

and Jose Oxholm (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K (File No.

001-38823) filed with the SEC on February 24, 2022).

10.16† Employment Agreement, dated February 24, 2022, by and between Hyliion Holdings Corp.

and Cheri Lantz.

14.1 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 1 4 .1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 (File No.

001-38823) filed with the SEC on May 17, 2021.

16.1 Letter from WithumSmith+Brown, PC to the SEC, dated October 1, 2020 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on October 7, 2020).

and Cheri Lantz (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K (File No.

001-38823) filed with the SEC on February 24, 2022).

10.17† Separation Agreement and General Release, dated September 15, 2022, by and between Hyliion Holdings Corp.

and Sherri Baker (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

001-38823) filed with the SEC on November 9 , 2022).

10.18† Employment Agreement, dated September 12, 2022, by and between Hyliion Holdings Corp.

and Jon Panzer (incorporated by reference to Exhibit 10.

2 to the Company's Quarterly Report on Form 10-Q (File No.

001-38823) filed with the SEC on November 9 , 2022).

14.1* Code of Business Conduct and Ethics, dated September 27, 2022.

21.1* List of Subsidiaries.

28 unchanged sentences

(Principal Executive Officer) February 28, 2023

/s/ Sherri Baker Chief Financial Officer

/s/ Jon Panzer Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) February 28, 2023

10 unchanged sentences

Howard Jenkins

/s/ Edward Olkkola Chairman February 24, 2022

Edward Olkkola

/s/ Robert M.

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