What changed in this filing

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Item 9A. Controls and Procedures

2022-02-17 compared with 2021-02-18 · 55 added, 40 removed, 330 unchanged (22% of the section changed)

2 unchanged sentences

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only

reasonable assurance of achieving the desired control objectives, and the Company is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In designing and evaluating the disclosure controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 15d-15(b), the Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to SEC Rule 13a-15 as of the end of the period covered by this report.

Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 26, 2020.

Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of January 1, 2022.

Management’s Report on Internal Control over Financial Reporting

5 unchanged sentences

A material weakness is a deficiency, or a combination of deficiencies, in the internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statement will not be prevented or detected on a timely basis.

The Company’s management, including the its Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 26, 2020, based upon the updated framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 1992 and updated in May 2013.

Based on this assessment, the Company’s management concluded that, as of December 26, 2020, the Company’s internal control over financial reporting was effective.

The Company’s management, including its Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of January 1, 2022, based upon the updated framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 1992 and updated in May 2013.

Based on this assessment, the Company’s management concluded that, as of January 1, 2022, the Company’s internal control over financial reporting was effective.

On November 30, 2021, the Company completed the acquisition of Carling Technologies, as discussed in Note 2 – Acquisitions.

Management has excluded Carling’s internal controls over financial reporting from its assessment of the effectiveness of internal controls over financial reporting as of January 1, 2022.

Carling’s net sales and total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) represent approximately 1% and 5%, respectively, of the consolidated financial statement amounts as of, and for the fiscal year ended, January 1, 2022.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the 12 months or fiscal quarter ended December 26, 2020, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the 12 months or fiscal quarter ended January 1, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION.

5 unchanged sentences

Financial Experts” in the Company's proxy statement and is incorporated herein by reference.

Information concerning the procedures by which security holders may recommend nominees to the Company’s Board of Directors is set forth in the section titled “Director Nomination” in the Company’s proxy statement and is incorporated herein by reference.

Information concerning the procedures by which security holders may recommend nominees to the Company’s Board of Directors is set forth in the section titled “Director Nominations” in the Company’s proxy statement and is incorporated herein by reference.

Information concerning compliance with Section 16 of the Securities Exchange Act of 1934 is set forth in the section titled “Delinquent Section 16(a) Reports” in the Company’s proxy statement and is incorporated herein by reference.

5 unchanged sentences

EXECUTIVE COMPENSATION.

Information concerning compensation of the Company’s executive officers and directors for the fiscal year ended December 26, 2020, is set forth in the sections titled “Compensation Discussion & Analysis,” “Compensation Tables,” "Compensation Committee Report," "CEO Pay Ratio," "Potential Payments Upon Termination or Change in Control" and “Director Compensation” in the Company’s proxy statement and is incorporated herein by reference, except the section titled “Compensation Committee Report” is hereby “furnished” and not “filed” with this Annual Report on Form 10-K.

Information concerning compensation of the Company’s executive officers and directors for the fiscal year ended January 1, 2022, is set forth in the sections titled “Compensation Discussion and Analysis,” “Compensation Tables,” "Compensation Committee Report," "CEO Pay Ratio," "Potential Payments Upon Termination or Change in Control" and “Director Compensation” in the Company’s proxy statement and is incorporated herein by reference, except the section titled “Compensation Committee Report” is hereby “furnished” and not “filed” with this Annual Report on Form 10-K.

Information concerning compensation committee interlocks is set forth in the section titled “Compensation Committee Interlocks and Insider Participation” in the Company’s proxy statement and is incorporated herein by reference.

10 unchanged sentences

The IXYS Corporation 2009 Equity Incentive Plan expired in June 2019 and equity awards remain outstanding under it.

Information about our equity compensation plans that were either approved or not approved by our stockholders as of December 26, 2020, is as follows:

Information about our equity compensation plans that were either approved or not approved by our stockholders as of January 1, 2022, is as follows:

Plan Category Number of securities to

11 unchanged sentences

Long-Term Incentive Plan and 44,647 shares that remain available for future issuance under the Deferred Compensation Plan for Non-Employee Directors.

(5) Includes 11,385 shares that remain available for future issuance under the IXYS Corporation 2011 Equity Incentive Plan, 26,689 shares that remain available for future issuance under the IXYS Corporation 2013 Equity Incentive Plan, and 168,543 shares that remain available for future issuance under the IXYS Corporation 2016 Equity Incentive Plan.

(5) Includes 24,926 shares that remain available for future issuance under the IXYS Corporation 2013 Equity Incentive Plan, and 168,922 shares that remain available for future issuance under the IXYS Corporation 2016 Equity Incentive Plan.

In connection with the acquisition of IXYS Corporation, we assumed the IXYS Corporation 2009 Equity Incentive Plan, IXYS Corporation 2011 Equity Incentive Plan, IXYS Corporation 2013 Equity Incentive Plan, IXYS Corporation 2016 Equity Incentive Plan and outstanding unvested stock options originally granted by IXYS Corporation under the IXYS Plans that were held by continuing employees.

4 unchanged sentences

Equity awards granted under the IXYS Plans following the acquisition have been on similar terms and consistent with grants made pursuant to the Littelfuse, Inc Long-Term Incentive Plan.

The IXYS Corporation 2009 Equity Incentive Plan expired in June 2019 and no additional grants were made after the expiration date.

As of December 26, 2020, 206,617 shares remained available for issuance under the IXYS Plans.

The IXYS Corporation 2009 and 2011 Equity Incentive Plans expired in June 2019 and June 2021 respectively, with no additional grants made after the expiration date.

As of January 1, 2022, 193,848 shares remained available for issuance under the IXYS Plans.

In connection with the acquisition of IXYS Corporation, we assumed the Zilog, Inc.

4 unchanged sentences

The Zilog 2004 Omnibus Stock Incentive Plan expired in February 2014 and no additional grants have been made thereunder.

Therefore, as of December 26, 2020, no shares remain available for issuance of new awards under the Zilog Plan and 20,499 stock options remain outstanding.

as of January 1, 2022, no shares remain available for issuance of new awards under the Zilog Plan and 12,486 stock options remain outstanding.

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

Information concerning the security ownership of certain beneficial owners, the Company’s directors and executive officers as of February 25, 2021, is set forth in the section titled “Ownership of Littelfuse, Inc.

Information concerning the security ownership of certain beneficial owners, the Company’s directors and executive officers as of March 1, 2022, is set forth in the section titled “Ownership of Littelfuse, Inc.

Common Stock” in the Company’s proxy statement and is incorporated herein by reference.

1 unchanged sentence

Information concerning the independence of the Company’s directors, certain relationships and related transactions during 2021 and the Company’s policies with respect to such transactions is set forth in the sections titled "Director Independence;

Financial Experts", “Related Person Transaction Policy”, “Related Party Transactions” and “Dr.

Zommer Consulting Agreement” in the Company’s proxy statement and is incorporated herein by reference.

Financial Experts", “Related Person Transactions Policy”, “Related Party Transactions” in the Company’s proxy statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

4 unchanged sentences

Reports of Independent Registered Public Accounting Firms 43 - 45

Consolidated Balance Sheets as of December 26, 2020 and December 28, 2019 46

Consolidated Statements of Net Income for the fiscal years ended December 26, 2020, December 28, 2019 and December 29, 2018 47

Consolidated Statements of Comprehensive Income for the fiscal years ended December 26, 2020, December 28, 2019 and December 29, 2018 48

Consolidated Statements of Cash Flows for the fiscal years ended December 26, 2020, December 28, 2019 and December 29, 2018 49

Consolidated Statements of Equity for the fiscal years ended December 26, 2020, December 28, 2019 and December 29, 2018 50

Consolidated Balance Sheets as of January 1, 2022 and December 26, 2020

Consolidated Statements of Net Income for the fiscal years ended January 1, 2022, December 26, 2020 and December 28, 2019

Consolidated Statements of Comprehensive Income for the fiscal years ended January 1, 2022, December 26, 2020 and December 28, 2019

Consolidated Statements of Cash Flows for the fiscal years ended January 1, 2022, December 26, 2020 and December 28, 2019

Consolidated Statements of Equity for the fiscal years ended January 1, 2022, December 26, 2020 and December 28, 2019

Notes to Consolidated Financial Statements 51 - 85

8 unchanged sentences

(in thousands)

Fiscal year ended December 26, 2020

Fiscal year ended January 1, 2022

Allowance for losses on accounts receivable $ 1,400 $ 82 $ ( 362 ) $ 790 $ 1,910

24 unchanged sentences

Anthony Grillo

Major Director

/s/ William P.

1 unchanged sentence

Green Director

/s/ Nathan Zommer Director

Nathan Zommer

13 unchanged sentences

S-4/A Annex A 12/11/2017 333-22114

2.2 Stock Purchase Agreement, dated October 19, 2021, by and between Littelfuse, Inc., the Shareholders of Carling Technologies, Inc., and Christopher T.

Sorenson, as Sellers’ Representative

8-K 2.1 10/20/2021 0-20388

2.3* First Amendment to Stock Purchase Agreement, dated November 29, 2021, by and between Littelfuse, Inc., the Shareholders of Carling Technologies, Inc., and Christopher T.

3.1 Certificate of Incorporation dated November 25, 1991, as amended April 25, 1997.

24 unchanged sentences

DEF14A A 3/17/2014 0-20388

10.7 Form of Restricted Stock Unit Award Agreement (Executive) under the Littelfuse, Inc.

Long-Term Incentive Plan.++

10-Q 10.2 7/31/2015 0-20388

10.8 Form of Restricted Stock Unit Award Agreement (Tier II Management) under the Littelfuse, Inc.

Long-Term Incentive Plan.++

10-Q 10.3 7/31/2015 0-20388

10.7 Form of Stock Option Award Agreement (Executive) under the Littelfuse, Inc.

4 unchanged sentences

10-Q 10.4 5/6/2016 0-20388

10.11 Form of Restricted Stock Unit Award Agreement (Executive) under the Littelfuse, Inc.

Long-Term Incentive Plan.

10-Q 10.5 5/6/2016 0-20388

10.9 Form of Restricted Stock Unit Award Agreement (Tier II Management) under the Littelfuse, Inc.

25 unchanged sentences

8-K 10.1 5/1/2017 0-20388

10.21 Form of 2017 Restricted Stock Unit Award Agreement.

8-K 10.2 5/1/2017 0-20388

10.18 Form of 2017 Stock Option Award Agreement.

39 unchanged sentences

S-8 4.9 1/19/2018 333-221147

10.39 Zilog, Inc.

2004 Omnibus Stock Incentive Plan++

S-8 4.9 1/19/2018 333-221147

10.35 Notice of Stock Option Grant and Agreement for the IXYS Corporation 2009 Equity Incentive Plan++

78 unchanged sentences

Supplemental Retirement and Savings Plan, effective January 1, 2019 .++

10-K 10.68 2/18/2021 0-20388

10.64 Second Amendment to the Littelfuse, Inc.

Supplemental Retirement and Savings Plan, effective January 1, 2020 .++

10-K 10.69 2/18/2021 0-20388

10.65 Third Amendment to the Littelfuse, Inc.

Supplemental Retirement and Savings Plan, effective January 1, 2020.

10-K 10.70 2/18/2021 0-20388

10.66 Form Tier I Change of Control Agreement, effective January 1, 2021.

10-K 10.71 2/18/2021 0-20388

10.67 Form Tier II Change of Control Agreement, effective January 1, 2021 .++

10-K 10.72 2/18/2021 0-20388

10.68 Hartland Credit Agreement Joinder Agreement

10-Q 10.1 4/28/2021 0-20388

10.69 Subsidiary Guarantor Supplement (Domestic NPA) - Hartland Subsidiaries

10-Q 10.2 4/28/2021 0-20388

10.70 Subsidiary Guarantor Supplement (Cross-Border NPA) - Hartland Subsidiaries

10-Q 10.3 4/28/2021 0-20388

10.71 Subsidiary Guarantor Supplement (Fall 2017 NPA) - Hartland Subsidiaries

10-Q 10.4 4/28/2021 0-20388

10.72 Employment offer letter between Littelfuse, Inc.

and Maggie Chu, dated April 28, 2021 ++

10-Q 10.1 7/28/2021 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.73* Carling Technologies, Inc.

Credit Agreement Joinder Agreement.

10.74* Subsidiary Guarantor Supplement (Domestic NPA) – Carling Technologies, Inc.

Subsidiaries .

10.75* Subsidiary Guarantor Supplement (Cross-Border NPA) - Carling Technologies, Inc.

Subsidiaries .

10.76* Subsidiary Guarantor Supplement (Fall 2017 NPA) - Carling Technologies, Inc.

Subsidiaries .

10.77* Summary of Non-Employee Director Compensation.

4 unchanged sentences

32.1+++ Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

101.INS* XBRL Instance Document.

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101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.

104 The cover page on this Annual Report on Form 10-K for the fiscal year ended December 26, 2020, formatted in Inline XBRL and contained in Exhibit 101.

104 The cover page on this Annual Report on Form 10-K for the fiscal year ended January 1, 2022, formatted in Inline XBRL and contained in Exhibit 101.

* Filed with this Report.

4 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