5 unchanged sentences
Based on our management’s evaluation (with the participation of our Principal Executive Officer and Principal Financial Officer), of the effectiveness of our internal controls over financial reporting as of December 31, 2023, which was based on the framework in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, our Principal Executive Officer and Principal Financial Officer have concluded that, as of December 31, 2023, our internal control over financial reporting was effective as of December 31, 2023.
−Removed: 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.
Changes in 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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: In September 2022, we acquired certain assets (the “Acquired Assets”) of General Electric Company's GE Additive business (the “Acquisition”).
−Removed: As a result, the Company has expanded certain controls such as review and integration of a material acquisition.
Limitations on Controls
3 unchanged sentences
Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: Board of Directors and Stockholders
−Removed: Hyliion Holdings Corp.
−Removed: Opinion on internal control over financial reporting
−Removed: We have audited the internal control over financial reporting of Hyliion Holdings Corp.
−Removed: (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”).
−Removed: 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.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our report dated February 28, 2023 expressed an unqualified opinion on those financial statements.
−Removed: Basis for opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and limitations of internal control over financial reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ GRANT THORNTON LLP
−Removed: Dallas, Texas
−Removed: February 28, 2023
OTHER INFORMATION
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by Item 10 will be contained in, and is hereby incorporated by reference to, our definitive proxy statement for the 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”), which we will file pursuant to Regulation 14A with the Commission within 120 days after the close of the year ended December 31, 2022.
+Added: Except for the information regarding our executive officers required by Item 401 of Regulation S-K (which is included in Part I, Item 1 of this Annual Report on Form 10-K under “Information about our Executive Officers”), the information required by Item 10 will be contained in, and is hereby incorporated by reference to, our definitive proxy statement for the 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”), which we will file pursuant to Regulation 14A with the Commission within 120 days after the close of the year ended December 31, 2023.
This includes information regarding our Code of Business Conduct and Ethics.
56 unchanged sentences
333-251328) filed with the SEC on December 14, 2020).
−Removed: 10.5(c)*† Hyliion 2020 Equity Incentive Plan, Form of PRSU Award Agreement.
+Added: 10.5(c)† Hyliion 2020 Equity Incentive Plan, Form of PRSU Award Agreement (incorporated by reference to Exhibit 10.5(c) to the Company’s Annual Report on Form 10-K (File No.
+Added: 001-38823) filed with the SEC on February 24, 2022).
10.6† Employment Agreement, dated December 2, 2020, by and between Hyliion Holdings Corp.
13 unchanged sentences
001-38823) filed with the SEC on February 24, 2022).
+Added: 10.11* Fourth Amendment to Industrial Lease, dated November 14, 2023, by and between GSNTR ATX 1200 BMC DRIVE OWNER LP, GSNTR ATX 1202 BMC DRIVE OWNER LP, and Hyliion Inc.
10.12† Amended and Restated Employment Agreement, dated February 24, 2022, by and between Hyliion Holdings Corp.
2 unchanged sentences
10.13† Amended and Restated Employment Agreement, dated February 24, 2022, by and between Hyliion Holdings Corp.
−Removed: and Sherri Baker (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K (File No.
−Removed: 001-38823) filed with the SEC on February 24, 2022).
−Removed: 10.13† Amended and Restated Employment Agreement, dated February 24, 2022, by and between Hyliion Holdings Corp.
and Dennis Gallagher (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K (File No.
9 unchanged sentences
001-38823) filed with the SEC on February 24, 2022).
−Removed: 10.17† Separation Agreement and General Release, dated September 15, 2022, by and between Hyliion Holdings Corp.
−Removed: and Sherri Baker (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.
−Removed: 001-38823) filed with the SEC on November 9 , 2022).
10.17† Employment Agreement, dated September 12, 2022, by and between Hyliion Holdings Corp.
−Removed: and Jon Panzer (incorporated by reference to Exhibit 10.
−Removed: 2 to the Company's Quarterly Report on Form 10-Q (File No.
+Added: 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).
−Removed: 14.1* Code of Business Conduct and Ethics, dated September 27, 2022.
+Added: 10.18 Hyliion Holdings Corp.
+Added: Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.
+Added: 001-38823) filed with the SEC on May 9, 2023).
+Added: 10.19 Form of Change in Control Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.
+Added: 001-38823) filed with the SEC on May 9, 2023).
+Added: 10.20+* Lease Agreement, dated May 10, 2023, by and between MELINK PROPERTIES LLC and Hyliion Inc.
+Added: 14.1 Code of Business Conduct and Ethics, dated September 27, 2022 (Incorporated by reference to Exhibit 14.1 of the Company’s Annual Report on Form 10-K (File No.001-38823) filed with the SEC on February 28, 2023).
21.1* List of Subsidiaries.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1* Hyliion Holdings Corp.
+Added: Amended and Restated Clawback Policy.
101.INS* XBRL Instance Document
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/s/ Thomas Healy
−Removed: President and Chief Executive Officer
+Added: Chief Executive Officer
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.
Signature Title Date
−Removed: /s/ Thomas Healy President and Chief Executive Officer and Director
+Added: /s/ Thomas Healy Chief Executive Officer and Director
(Principal Executive Officer) February 13, 2024
3 unchanged sentences
Director February 13, 2024
−Removed: /s/ Elaine L.
−Removed: Chao Director February 28, 2023
+Added: /s/ Rodger L.
+Added: Boehm Director February 13, 2024
/s/ Jeffrey A.
2 unchanged sentences
Cubbage Director February 13, 2024
+Added: /s/ Richard J.
+Added: Freeland Director February 13, 2024
Gustanski Director February 13, 2024
−Removed: /s/ Howard Jenkins Director February 28, 2023
−Removed: Howard Jenkins
/s/ Robert M.
Director February 13, 2024
−Removed: /s/ Stephen Pang Director February 28, 2023
+Added: /s/ Stephen S.
+Added: Pang Director February 13, 2024
+Added: /s/ Melanie M.
+Added: Trent Director February 13, 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.