12 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.
−Removed: 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 December 31, 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.
+Added: 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 December 30, 2023, based upon the updated framework in Internal Control — Integrated Framework (2013).
Based on this assessment, the Company’s management concluded that, as of December 30, 2023, the Company’s internal control over financial reporting was effective.
−Removed: On July 19, 2022, the Company completed the acquisition of C&K Switches, as discussed in Note 2 – Acquisitions .
−Removed: Management has excluded C&K’s internal controls over financial reporting from its assessment of the effectiveness of internal controls over financial reporting as of December 31, 2022.
−Removed: C&K’s net sales and total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) represent approximately 3% and 3%, respectively, of the consolidated financial statement amounts as of, and for the fiscal year ended, December 31, 2022.
Changes in Internal Control over Financial Reporting
1 unchanged sentence
OTHER INFORMATION.
+Added: Rule 10b5-1 Trading Plans
+Added: The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended December 30, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:
+Added: Title Action Date Adopted Expiration Date Aggregate # of securities to be Sold
+Added: Meenal Sethna (1) Executive Vice President and Chief Financial Officer Adoption 11/9/2023 4/25/2025 9,145
+Added: (1) Meenal Sethna , Executive Vice President and Chief Financial Officer , entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on November 9, 2023 .
+Added: Ms.Sethna’s plan provides for the potential exercise of vested stock options and the associated sale of up to 9,145 shares of the Company’s common stock.
+Added: The stock options covered by the plan expire on April 25, 2025 if they have not been exercised.
+Added: Consequently, the plan expires on April 25, 2025, or upon the earlier completion of all authorized transactions under the plan.
+Added: Other than those disclosed above, none of our directors or officers adopted or terminated a "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS .
13 unchanged sentences
EXECUTIVE COMPENSATION.
−Removed: Information concerning compensation of the Company’s executive officers and directors for the fiscal year ended December 31, 2022, is set forth in the sections titled “Compensation Discussion and Analysis,” “Compensation Tables,” "Compensation Committee Report," "CEO Pay Ratio," "Pay versus Performance," "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.
+Added: Information concerning compensation of the Company’s executive officers and directors for the fiscal year ended December 30, 2023, is set forth in the sections titled “Director Compensation,” “Compensation Discussion and Analysis” (including under subsections titled “Compensation Risk” and “Clawback Policy”), "Compensation Committee Report," “Compensation Tables,” "Potential Payments Upon Termination or Change in Control," "CEO Pay Ratio," and "Pay versus Performance," 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.
2 unchanged sentences
the Littelfuse, Inc.
−Removed: Long-Term Incentive Plan that was approved by our stockholders at the April 2017 annual stockholder meeting and the Deferred Compensation Plan for Non-Employee Directors that was approved by our stockholders at the May 2005 annual stockholder meeting.
+Added: Long-Term Incentive Plan that was approved by our stockholders at the April 2017 annual stockholder meeting, as amended by an amendment approved by our stockholders at the April 2023 annual stockholders meeting, and the Deferred Compensation Plan for Non-Employee Directors that was approved by our stockholders at the May 2005 annual stockholder meeting.
Pursuant to our acquisition of IXYS on January 17, 2018, we assumed four equity compensation plans that have not been approved by our stockholders and pursuant to which we may continue to grant equity awards:
19 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.
−Removed: (5) Includes 22,965 shares that remain available for future issuance under the IXYS Corporation 2013 Equity Incentive Plan, and 148,641 shares that remain available for future issuance under the IXYS Corporation 2016 Equity Incentive Plan.
+Added: (5) Includes 136,150 shares that remain available for future issuance under the IXYS Corporation 2016 Equity Incentive Plan.
In connection with the acquisition of IXYS, 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.
−Removed: 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.
+Added: The IXYS Corporation 2009, 2011, 2013 Equity Incentive Plans expired in June 2019, June 2021 and June 2023, respectively, with no additional grants made after the expiration date.
As of December 30, 2023, 136,150 shares remained available for issuance under the IXYS Plans.
5 unchanged sentences
The Zilog 2004 Omnibus Stock Incentive Plan expired in February 2014 and no additional grants have been made thereunder.
−Removed: Therefore, as of December 31, 2022, no shares remain available for issuance of new awards under the Zilog Plan and 12,086 stock options remain outstanding.
+Added: as of December 30, 2023, no shares remain available for issuance of new awards under the Zilog Plan and 3,457 stock options remain outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
−Removed: Information concerning the security ownership of certain beneficial owners, the Company’s directors and executive officers as of March 16, 2022, is set forth in the section titled “Ownership of Littelfuse, Inc.
+Added: Information concerning the security ownership of certain beneficial owners, the Company’s directors and executive officers as of February 29, 2024, 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.
8 unchanged sentences
Reports of Independent Registered Public Accounting Firms 44 - 46
−Removed: Consolidated Balance Sheets as of December 31, 2022 and January 1, 2022
−Removed: Consolidated Statements of Net Income for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020
−Removed: Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020
−Removed: Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020
−Removed: Consolidated Statements of Equity for the fiscal years ended December 31, 2022, January 1, 2022 and December 26, 2020
+Added: Consolidated Balance Sheets as of December 30, 2023 and December 31, 2022
+Added: Consolidated Statements of Net Income for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022
+Added: Consolidated Statements of Comprehensive Income for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022
+Added: Consolidated Statements of Cash Flows for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022
+Added: Consolidated Statements of Equity for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022
Notes to Consolidated Financial Statements 52 - 90
11 unchanged sentences
Reserves for sales discounts and allowances $ 81,987 $ 186,021 $ ( 186,043 ) $ 544 $ 82,509
−Removed: Fiscal year ended January 1, 2022
+Added: Fiscal year ended December 31, 2022
Allowance for credit losses on accounts receivable $ 1,910 $ 166 $ ( 222 ) $ ( 279 ) $ 1,575
Reserves for sales discounts and allowances $ 57,322 $ 184,201 $ ( 158,499 ) $ ( 1,037 ) $ 81,987
−Removed: Fiscal year ended December 26, 2020
+Added: Fiscal year ended January 1, 2022
Allowance for credit losses on accounts receivable $ 1,400 $ 82 $ ( 362 ) $ 790 $ 1,910
16 unchanged sentences
Tzau-Jin Chung
+Added: Delly Director
+Added: Green Director
/s/ Anthony Grillo Director
Anthony Grillo
+Added: /s/ Greg Henderson Director
+Added: Greg Henderson
/s/ William P.
Noglows Director
−Removed: Green Director
−Removed: Nathan Zommer
/s/ Meenal A.
2 unchanged sentences
/s/ Jeffrey G.
−Removed: Corporate Controller and Chief Accounting Officer
+Added: Gorski Senior Vice President and Chief Accounting Officer
Gorski (Principal Accounting Officer)
8 unchanged sentences
2.2 First Amendment to Stock Purchase Agreement, dated November 29, 2021, by and between Littelfuse, Inc., the Shareholders of Carling Technologies, Inc., and Christopher T.
+Added: 10-K 2.3 2/27/2022 0-20388
2.3 Sale and Purchase Agreement, dated April 7, 2022, by and between Cayman NIH VI BEIT Holdings, L.P.
15 unchanged sentences
10-K 4.1 2/21/2020 0-20388
−Removed: 10.1 Form of Stock Option Award Agreement under the Littelfuse, Inc.
+Added: 10.1 Littelfuse, Inc.
Outside Directors' Equity Plan.++
−Removed: 8-K 99.3 5/1/2008 0-20388
+Added: DEF14A A 3/22/2007 0-20388
10.2 Form of Restricted Stock Unit Award Agreement under the Littelfuse, Inc.
1 unchanged sentence
8-K 99.4 5/1/2008 0-20388
−Removed: 10.3 Form of Stock Option Award Agreement under the Littelfuse, Inc.
−Removed: Equity Incentive Compensation Plan .++
−Removed: 8-K 10.2 4/28/2009 0-20388
10.3 Form of Restricted Stock Unit Award Agreement (Outside Director) under the Littelfuse, Inc.
13 unchanged sentences
10-Q 10.4 5/6/2016 0-20388
−Removed: 10.9 Form of Restricted Stock Unit Award Agreement (Tier II Management) under the Littelfuse, Inc.
−Removed: Long-Term Incentive Plan.
−Removed: 10-Q 10.6 5/6/2016 0-20388
10.8 Form of Restricted Stock Unit Award Agreement (Outside Director – 2016 Grant) under the Littelfuse, Inc.
4 unchanged sentences
8-K 10.2 11/16/2016 0-20388
−Removed: Incorporated by Reference Herein
−Removed: Description Form Exhibit Filing Date File No.
10.10 Littelfuse, Inc.
6 unchanged sentences
8-K 10.4 12/9/2016 0-20388
+Added: Incorporated by Reference Herein
+Added: Description Form Exhibit Filing Date File No.
10.13 Subsidiary Guaranty Agreement, dated as of February 15, 2017.
24 unchanged sentences
8-K 10.4 1/18/2018 0-20388
−Removed: 10.25 Form of Indemnity Agreement between Nathan Zommer and IXYS Corporation.
−Removed: 10-K 10.3 6/12/2008 000-26124
10.23 IXYS Corporation 2009 Equity Incentive Plan++
29 unchanged sentences
8-K 10.1 4/24/2020 0-20388
−Removed: Incorporated by Reference Herein
−Removed: Description Form Exhibit Filing Date File No.
10.36 Form of Option Award Agreement (Tier I) under the Littelfuse, Inc.
10 unchanged sentences
10-Q 10.6 4/29/2020 0-20388
+Added: Incorporated by Reference Herein
+Added: Description Form Exhibit Filing Date File No.
10.40 Form of Restricted Stock Unit Award Agreement (IXYS Tier II) under the IXYS Corporation Equity Incentive Plan .
28 unchanged sentences
10-Q 10.1 7/28/2021 0-20388
−Removed: 10.55 Form of 4.33% Senior Note due June 30, 2032 (included in Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No.
+Added: 10.52 Form of 4.33% Senior Note due June 30, 2032 .
8-K 4.1 5/19/2022 0-20388
10.53 Note Purchase Agreement, dated May 18, 2022, among Littelfuse, Inc.
−Removed: and note purchasers listed on the signature pages thereto (filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No.
+Added: and note purchasers listed on the signature pages thereto .
8-K 10.1 5/19/2022 0-20388
1 unchanged sentence
and Zilog, Inc.
−Removed: (filed as Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 19, 2022, Commission File No.
8-K 10.2 5/19/2022 0-20388
−Removed: Incorporated by Reference Herein
−Removed: Description Form Exhibit Filing Date File No.
−Removed: 10.58 First Amendment to 2016 Note Purchase Agreement, dated May 18, 2022, among Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto (filed as Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No.
+Added: 10.55 First Amendment to 2016 Note Purchase Agreement, dated May 18, 2022, among Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto .
8-K 10.3 5/19/2022 0-20388
−Removed: 10.59 First Amendment to 2016 Cross Border Note Purchase Agreement, dated May 18, 2022, among Littelfuse Netherland C.V., Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto (filed as Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No.
+Added: 10.56 First Amendment to 2016 Cross Border Note Purchase Agreement, dated May 18, 2022, among Littelfuse Netherland C.V., Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto .
8-K 10.4 5/19/2022 0-20388
−Removed: 10.60 First Amendment to 2017 Note Purchase Agreement, dated May 18, 2022, among Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto (filed as Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on May 19, 2022, Commission File No.
+Added: 10.57 First Amendment to 2017 Note Purchase Agreement, dated May 18, 2022, among Littelfuse, Inc., certain subsidiary guarantors, and the institutions party thereto .
8-K 10.5 5/19/2022 0-20388
+Added: Incorporated by Reference Herein
+Added: Description Form Exhibit Filing Date File No.
10.58 Amended and Restated Credit Agreement, dated as of June 30, 2022, by and among Littelfuse, Inc., certain subsidiaries of the company, as designated borrowers, certain subsidiaries of the company, as guarantors, the lenders party thereto and Bank of America, N.A., as agent, JPMorgan Chase Bank, N.A., as syndication agent, PNC Bank, National Association and BMO Harris Bank, N.A., as co-senior documentation agents, Wells Fargo Bank, National Association, as documentation agent, BofA Securities, Inc.
−Removed: as sole bookrunner and joint lead arranger, and JPMorgan Chase Bank, N.A., as joint lead arranger (filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 30, 2022, Commission File No.
+Added: as sole bookrunner and joint lead arranger, and JPMorgan Chase Bank, N.A., as joint lead arranger .
8-K 10.1 6/30/2022 0-20388
+Added: 10.59 First Amendment to the Amended and Restated Littelfuse, Inc.
+Added: Long-Term Incentive Plan .++
+Added: 8-K 10.1 4/28/2023 0-20388
+Added: 10.60 Form of Change of Control Agreement.++
+Added: 8-K 10.1 1/05/2024 0-20388
10.61* Summary of Non-Employee Director Compensation.++
+Added: 19.1* I nsider Trading Policy .
21.1* Subsidiaries .
3 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.
+Added: 97.1* Compensation Recovery Policy
101.INS* XBRL Instance Document.
11 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.