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Item 9A. Controls and Procedures

2024-09-10 compared with 2023-09-12 · 20 added, 29 removed, 116 unchanged (30% of the section changed)

13 unchanged sentences

Changes to our Internal Control over Financial Reporting

There were no material changes in our internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Moreover, 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.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Insider Trading Arrangements

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) and (c) of Regulation S-K.

Insider Trading Arrangements and policies

On June 13, 2024 , Nicole D’Amato , the Company’s Chief Legal Officer and Corporate Secretary , adopted a Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act for the sale of up to 47,574 shares of the Company’s common stock through September 16, 2025 , or upon the earlier completion of all authorized transactions under the plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item, other than the information regarding the code of ethics and business conduct set forth below, will be set forth in the Proxy Statement relating to our upcoming Annual Meeting of Shareholders (the “Proxy Statement”), which is expected to be filed with the Securities and Exchange Commission (the “SEC”) within 120 days of the fiscal year ended June 30, 2023, and is incorporated in this Annual Report by reference.

The information required by this item, other than the information regarding the code of ethics and business conduct set forth below, will be set forth in the Proxy Statement relating to our upcoming Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed with the Securities and Exchange Commission (the “SEC”) within 120 days of the fiscal year ended June 30, 2024, and is incorporated in herein by reference.

Code of Ethics

3 unchanged sentences

EXECUTIVE COMPENSATION

The information required by this item will be set forth in the Proxy Statement, which is expected to be filed with the SEC no later than 120 days after the end of our fiscal year ended June 30, 2023, and is incorporated in this Annual Report by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTANT FEES AND SERVICES

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report on Form 10-K:

The following documents are filed as part of this Annual Report:

(a) (1) FINANCIAL STATEMENTS

The financial statements required under this Item begin on page 69 of this Annual Report on Form 10-K.

The financial statements required under this Item begin on page 69 of this Annual Report.

(a) (2) FINANCIAL STATEMENT SCHEDULES

10 unchanged sentences

10.3 Amendment No.

1 to the Credit Agreement, dated as of June 14, 2023, among TCO Intermediate Holdings, Inc., Total Community Options, Inc., each subsidiary loan party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.3 to the Company ’ s Annual Report on Form 10-K filed with the SEC on September 12, 2023) .

10.4 Form of Director and Officer Indemnification Agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 8, 2021).

2 unchanged sentences

10.6+ Class B Unit Award Agreement, effective August 30, 2023, by and between TCO Group Holdings, L.P.

and Patrick Blair (incor porated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on September 1, 2023 ).

10.7+ Employment Agreement, dated as of April 13, 2017, by and between Barbara Gutierrez and Total Community Options, Inc.

(incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 8, 2021).

and Patrick Blair (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2023).

Transition and Separation Agreement, dated as of July 3, 2023, by and between Total Community Options Inc.

10 unchanged sentences

(incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2022).

Employment Agreement, dated as of February 19, 2018, by and between Maria Lozzano and InnovAge Holding Corp.

(incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2022).

10.14+ First Amendment to Employment Agreement, dated as of May 22, 2020, by and between Maria Lozzano and Total Community Options, Inc.

(incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2022).

10.15+ Transition and Separation Agreement, dated February 28, 2023, by and between InnovAge Holding Corp.

and Maria Lozzano (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2023).

C lass B U nit Award Agreement, dated as of December 18, 2023, by and between TCO Group Holdings, L.P.

and Nicole D ’ Amato (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on December 19, 2023).

Employment Agreement, dated February 28, 2023, by and between InnovAge Holding Corp.

6 unchanged sentences

2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 8, 2021).

10.20+* T CO Group Holdings, L.P.

2020 Equity Incentive Plan.

TCO Group Holdings, L.P.

2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.20 to the Company ’ s Annual Report on Form 10-K filed with the SEC on September 12, 2023) .

Form of Stock Option Grant Notice and Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A filed with the SEC on February 24, 2021).

Form of Restricted Stock Unit Grant Notice and Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A filed with the SEC on February 24, 2021).

Form of Restricted Stock Unit Grant Notice and Agreement

F orm of Non-Employee Director Rest ricted Stock Unit Grant Notice and Agreement

21* Subsidiaries of InnovAge Holding Corp.

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

C lawback Policy

101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

42 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