What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-27 · 39 added, 19 removed, 183 unchanged (24% of the section changed)

19 unchanged sentences

Changes in Internal Control over Financial Reporting

Our management concluded that a material weakness existed as of December 31, 2022, as previously disclosed in “Item 9A–Controls and Procedures of our Annual Report on Form 10-K for the year ended December 31, 2022, as we did not maintain sufficient information technology (“IT”) controls to prevent or detect, on a timely basis, unauthorized access to the Company’s financial reporting systems.

Specifically, we did not design and maintain effective controls with regard to our financial reporting systems related to access authentication, intrusion detection and response capability, and backup and restoration such that recovery from a cybersecurity incident could be performed in a more timely manner.

This material weakness did not result in a misstatement to the annual or interim consolidated financial statements previously filed or included in this Annual Report on Form 10-K.

However, it could have resulted in a material misstatement to the annual or interim consolidated financial statements that would not have been prevented or detected.

Subsequently, the Company has taken corrective action to remediate and address the IT control deficiencies that aggregated to the noted material weakness.

The Company added in its systems various new controls and enhanced existing controls to strengthen our cybersecurity.

Based on testing performed by management, implemented controls are designed to operate, and are operating, effectively and the material weakness has been remediated as of December 31, 2023.

Except for the changes noted above in connection with the initiatives to remediate the material weakness, there was no other change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Othe r Information

23 unchanged sentences

Consolidated Balance Sheets at December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022

9 unchanged sentences

Articles of Amendment to Restated Articles of Organization, as filed with the Secretary of State of Massachusetts on May 16, 2002

Amended and Restated By-Laws of the Registrant

Second Amended and Restated By-Laws of the Registrant

Specimen certificate representing the Common Stock

Description of Capital Stock Registered Under Section 12 of the Exchange Act

Indenture, dated May 16, 2024, between the Registrant and U.S.

Bank Trust Company, National Association, as trustee

Form of Global Note (included with Exhibit 4.3)

Credit Agreement, dated as of August 17, 2022, by and among the Registrant, the lenders and letter of credit issuers party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent

2 unchanged sentences

Third Amendment to Credit Agreement, dated as of February 13, 2024, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender and letter of credit issuer party thereto

Fourth Amendment to Credit Agreement, dated as of July 23, 2024, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender and letter of credit issuer party thereto

Fifth Amendment to Credit Agreement, dated as of January 24, 2025, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender and letter of credit issuer party thereto

2022 Stock Incentive Plan

Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2022 Stock Incentive Plan

Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2022 Stock Incentive Plan for 2022-2024

Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2022 Stock Incentive Plan for 2025

Form of Restricted Stock Unit Agreement for Employees under the 2022 Stock Incentive Plan for 2022

20 unchanged sentences

Schreiner and the Registrant

Employment Agreement, effective February 18, 2021, between Mark Gitin, the Registrant and Newport Corporation

Second Amendment, dated May 7, 2024, to Employment Agreement, dated as of September 16, 2019, between James A.

Schreiner and the Registrant

Employment Agreement, effective January 1, 2020, between David Henry and the Registrant

Employment Agreement, effective February 17, 2021, between Eric Taranto and the Registrant

Employment Agreement, effective April 30, 2024, between John Williams and the Registrant

Employment Agreement, effective August 9, 2024, between Ramakumar Mayampurath and the Registrant

Management Incentive Plan

Insider Trading Policy

Subsidiaries of the Registrant

12 unchanged sentences

(i) the Consolidated Balance Sheets;

(ii) the Consolidated Statements of Operations and Comprehensive (Loss) Income;

(ii) the Consolidated Statements of Operations and Comprehensive Income (Loss);

(iii) the Consolidated Statements of Stockholders’ Equity;

10 unchanged sentences

(4) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on May 6, 2014.

000-23621), filed with the Securities and Exchange Commission on December 3, 2024.

(5) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

1 unchanged sentence

(6) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on May 16, 2024.

(7) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on August 17, 2022.

5 unchanged sentences

000-23621), filed with the Securities and Exchange Commission on February 14, 2024.

(11) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on July 23, 2024.

(12) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on January 24, 2025.

(13) Incorporated by reference to the Registration Statement on Form S-8 (File No.

6 unchanged sentences

(17) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on May 6, 2014.

(18) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No.000-23621), filed with the Securities and Exchange Commission on February 26, 2019.

(19) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on October 24, 2013.

11 unchanged sentences

000-23621), filed with the Securities and Exchange Commission on October 29, 2021.

(26) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No.

000-23621), filed with the Securities and Exchange Commission on August 8, 2024.

(27) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.000-23621), filed with the Securities and Exchange Commission on February 23, 2021.

(28) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (File No.

000-23621), filed with the Securities and Exchange Commission on November 7, 2024.

(29) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

6 unchanged sentences

(in millions)

Allowance for doubtful accounts:

Years ended December 31,

Allowance for sales returns:

Years ended December 31,

Valuation allowance on deferred tax asset:

13 unchanged sentences

February 25, 2025

/s/ Ramakumar Mayampurath

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

February 25, 2025

Ramakumar Mayampurath

/s/ Michelle M.

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

February 25, 2025

/s/ Rajeev Batra

3 unchanged sentences

February 25, 2025

/s/ Wissam G.

February 25, 2025

/s/ Jacqueline F.

6 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