Wright Investors Service Holdings, Inc. 10-K

Item 9A. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures We carried out an evaluation, under the supervision and with the participation of our management including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 2021 were effective. (b) Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our internal control processes and procedures are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements in accordance with United States generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that reasonably allow us to record, process, summarize, and report information and financial data within prescribed time periods and in accordance with Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of internal control over financial reporting as of December 31, 2021 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013) (“COSO Framework”). Based upon our evaluation, the Company concluded that our internal control over financial reporting was effective as of December 31, 2021. (c) Attestation Report of the Registered Public Accounting Firm This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report. (d) Changes in Internal Control over Financial Reporting The Company’s Chief Executive Officer and Chief Financial Officer have also concluded that there have not been any changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected or are reasonably likely to materially effect, the Company’s internal control over financial reporting. Item 9B. Other Information None 22 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the Company’s fiscal year end of December 31, 2021 for its annual stockholders’ meeting for 2021 (the “Proxy Statement”) under the captions “Directors and Executive Officers”, “Corporate Governance”, “Compliance with Section 16(a) of the Exchange Act”, “Code of Ethics” and “Audit Committee.” Item 11. Executive Compensation. The information required by this item is incorporated by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders under the caption “Executive Compensation.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Additional information required by this item is incorporated by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders under the caption “Stock Ownership of Management and Principal Stockholders”. Item 13. Certain Relationships and Related Transactions, and Director Independence. This information required by this item is incorporated by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders under the captions “Certain Transactions with Management” and “Director Independence”. Item 14. Principal Accounting Fees and Services. The information regarding principal accountant fees and services and the Company’s pre-approval policies and procedures for audit and non-audit services provided by the Company’s independent accountants is incorporated by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders under the caption “Principal Accountant Fees and Services.” Item 15. Exhibits and Financial Statement Schedules (a)(1) The following financial statements are included in Part II, Item 8. Financial Statements and Supplementary Data: Page Financial Statements of Wright Investors’ Service Holdings, Inc.: Report of Independent Registered Public Accounting Firm 11 Consolidated Statements of Operations - Years ended December 31, 2021 and 2020 12 Consolidated Balance Sheets - December 31, 2021 and 2020 13 Consolidated Statements of Cash Flows - Years ended December 31, 2021 and 2020 14 Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2021 and 2020 15 Notes to Consolidated Financial Statements 16 (a)(2) Schedules have been omitted because they are not required or are not applicable, or the required information has been included in the financial statements or the notes thereto. (a)(3) See accompanying Index to Exhibits. 23 Table of Contents EXHIBITS 3(i) Articles of Incorporation. Incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form S-1, Registration No. 333-118568. 3(ii) Bylaws. Incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form S-1, Registration No. 333-118568. 4.1 Form of certificate representing shares of common stock, par value $0.01 per share. Incorporated herein by reference to Exhibit 4.1 of the Registrant’s Form S-1, Registration No. 333-118568. 10.1 Form of Restricted Stock Unit Agreement. Incorporated herein by reference to Exhibit 10.9 of the Registrant’s Form 8-K filed on December 22, 2012. 14 Code of Business Conduct and Ethics for Chief Executive Officer and Senior Financial Officers of the Registrant and its subsidiaries. Incorporated herein by reference to Exhibit 14.1 to the Registrant’s Form 10-K for the year ended December 31, 2004 filed on April 15, 2005 21 Subsidiaries of the Registrant* 31.1 * Certification of the principal executive officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a) 31.2 * Certification of the principal financial officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a) 32 * Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer and the principal financial officer of the Company 101.INS 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 101.SCH XBRL tags are embedded within the Inline XBRL document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) _________________________________ *Filed within Item 16. Form 10-K Summary None. 24 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WRIGHT INVESTORS’ SERVICE HOLDINGS, INC Date: March 11, 2022 By: /s/ HARVEY P. EISEN Name: Harvey P. Eisen Title: Chairman, President and Chief Executive Officer (Principal 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 Capacity Date /s/ HARVEY P. EISEN Chairman, President and Chief Executive Officer March 11, 2022 Harvey P. Eisen (Principal Executive Officer) /s/ HAROLD KAHN Acting Chief Financial Officer and Acting Principal Accounting Officer March 11, 2022 Harold Kahn (Principal Financial Officer) /s/ LAWRENCE G. SCHAFRAN Director March 11, 2022 Lawrence G. Schafran /s/ DORT CAMERON III Director March 11, 2022 Dort Cameron III 25