What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-06-28 compared with 2023-05-30 · 120 added, 77 removed, 65 unchanged (75% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to reasonably ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of March 31, 2023. Based on that evaluation, and as a result of the material weakness described below, our management concluded that our disclosure controls and procedures were not effective as of March 31, 2023. 

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to reasonably ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of March 31, 2024.

Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of March 31, 2024.

Nevertheless, based on the performance of additional procedures by management designed to ensure reliability of financial reporting, our management has concluded that, notwithstanding the material weaknesses described below, the consolidated financial statements, included in this Annual Report on Form 10-K, fairly present, in all material respects, our financial position, results of operations, and cash flows as of the dates, and for each of the periods presented, in conformity with U.S.

1 unchanged sentence

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness for 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. 

Management evaluated the effectiveness of our internal control over financial reporting as of March 31, 2023, using the framework in “Internal Control –

Integrated Framework”

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of March 31, 2023 due to the material weaknesses described below.  

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

There were two material weaknesses identified as of March 31, 2023:

1) Management's review controls over fair value calculations including Management's preliminary valuation of the Belyntic Acquisition were insufficient.

Specifically, Management failed to utilize resources with an appropriate level of knowledge and expertise in performing and reviewing the fair value calculations including the preliminary Belyntic valuation.

In fiscal year 2023, Mesa's acquisitions of businesses (net of cash acquired and including contingent consideration) totaled $6.1 million. Our auditors, Plante & Moran, PLLC identified errors in the preliminary valuation of Belyntic as part of their audit procedures after the preliminary valuation had been reviewed internally by Management.

2) Management's review controls over the qualitative assessment of goodwill impairment were insufficient to identify potential impairment triggers. 

Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting

In response to the material weaknesses identified in "Management's Reporting on Internal Controls Over Financial Reporting," we, with the oversight from the Audit Committee of the Board of Directors, developed a plan to remediate the material weaknesses.

Our remediation plan will require that, going forward, including for the final valuation of the Belyntic acquisition, Management will utilize a valuation specialist with the requisite knowledge to perform such valuations for all acquisitions of businesses.

Management has committed to formally evaluate and document impairment triggers on a quarterly basis and ensure that such documentation is reviewed by a person competent to perform such a review. 

We believe the use of a specialist with appropriate knowledge and experience valuing business combinations and putting in place a more robust process for identifying and evaluating potential impairment triggering events will effectively remediate the material weaknesses described in "Management's Report on Internal Control Over Financial Reporting." 

Our independent auditor, Plante & Moran, PLLC, a registered public accounting firm, is appointed by the Audit Committee of our Board of Directors.

Plante & Moran, PLLC has issued an adverse opinion on the effectiveness of our internal controls over financial reporting as of March 31, 2023, which appears in Item 8. 

Financial Statements and Supplementary Data 

of this Annual Report on Form 10-K. 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management evaluated the effectiveness of our internal control over financial reporting as of March 31, 2024, using the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of March 31, 2024 due to the material weaknesses described below.

Material Weaknesses

Management identified a material weakness in the design of our controls over accounting for complex and non-routine transactions.

Specifically, Management did not have adequate supervision and review controls over the complex accounting for goodwill impairment and acquisitions.

This material weakness did not result in an error in any of our previously issued consolidated financial statements including the consolidated financial statements as of and for the year ended March 31, 2024.

Management identified a material weakness in the design of our controls over determining the useful lives of our recently acquired intangibles.

Specifically, while still in the measurement period related to the acquisition of GKE, Management selected a useful life related to customer relationships acquired in the GKE acquisition, but there was evidence that a longer useful life may be appropriate.

This material weakness did not result in a material error in any of our previously issued consolidated financial statements including the consolidated financial statements as of and for the year ended March 31, 2024.

Additionally, during the year ended March 31, 2024, Management identified that several change management and logical access controls related to our enterprise resource planning tool were not operating effectively for portions of the year ended March 31, 2024.

The failure of these information technology general controls extended to automated application controls across portions of financial reporting and business transaction cycles which rely upon the affected information technology application controls.

This combination of control deficiencies indicates that there is a reasonable possibility that a material misstatement could fail to be detected on a timely basis.

Upon discovery of the failures, Management performed reviews of system data to ascertain whether change management processes had been used inappropriately and identified no instances of misuse of roles or unapproved changes to the enterprise resource planning tool.

Management promptly initiated corrective actions to remediate the deficient controls that resulted in the material weakness;

however, there are insufficient instances of each control having operated to evidence remediation of each control deficiency that aggregated to the material weakness.

This material weakness did not result in an error in any of our previously issued financial statements, including the consolidated financial statements as of and for the year ended March 31, 2024.

Remediation Plans

Following identification of the material weaknesses, and as part of our commitment to strengthen our internal control over financial reporting, we are implementing remedial actions under the oversight of the Audit Committee of our Board of Directors to address our material weaknesses.

Technical accounting related to non-routine transactions

On highly-technical, non-routine and complex accounting transactions, we will begin to engage third-party advisors with the requisite skills and technical expertise to assist us in an appropriate combination of assessing, performing or reviewing such transactions.

Specifically, we intend to:

identify non-routine transactions that arise and evaluate whether the transaction warrants additional advisor oversight or validation of analyses based on complexity or changes in applicable regulations;

identify and select qualified third-party advisors, ensuring that those advisors have adequate knowledge to prepare or review the specific complex accounting transaction contemplated;

ensure that third-party providers follow a process that incorporates appropriate review controls;

perform a final internal review over the work of third parties to ensure Management consensus with the work product.

Assessment of useful lives of recently acquired intangibles

During the first quarter of fiscal year 2025, during the measurement period related to the GKE acquisition, we will modify the useful life of our customer relationship intangible and record a cumulative effect true up to release amortization expense.

Information technology general controls

Management has modified the reports used as source data to test change management in its enterprise resource planning tool.

Additionally, Management has designed a control to enhance its review of roles, particularly those with ability add, edit, or delete transactions.

We believe that executing these steps will provide sufficient evidence to remediate the deficiencies related to operating effectiveness and design of our controls.

Management intends to thoroughly evaluate the design of its information technology application controls related to its enterprise resource planning tool and other in scope systems during its fiscal year 2025.

Management may leverage the use of a third party specialist to accomplish this evaluation.

We will continue to monitor the design and operating effectiveness of these and other processes, procedures and controls and make any further changes management determines appropriate.

Our CEO and CFO have certified that, based on their knowledge, our consolidated financial statements and other financial information included in this Annual Report on Form 10-K (“Form 10-K”), fairly present, in all material respects, our financial condition, results of operations and cash flows as of, and for, the periods presented in this Form 10-K.

Prior Year Material Weakness

As disclosed in Part II Item 9A.

Controls and Procedures in our annual report on Form 10-K filed with the Securities and Exchange Commission on May 30, 2023 for the year ended March 31, 2023, we identified two material weaknesses in internal controls:

1) Management's review controls over fair value calculations, including Management's preliminary valuation of the Belyntic Acquisition were insufficient.

Specifically, Management failed to utilize resources with an appropriate level of knowledge and expertise in performing and reviewing the fair value calculations.

2) Management's review controls over the qualitative assessment of goodwill impairment were insufficient to identify potential impairment triggers.

Remediation Status for Prior Year Material Weaknesses in Internal Control Over Financial Reporting

In response to the material weaknesses identified in the prior year we, with the oversight from the Audit Committee of the Board of Directors, developed a plan to remediate the material weaknesses.

Our remediation plan required that:

1) Management will utilize a valuation specialist with the requisite knowledge to perform such valuations for all acquisitions of businesses.

2) Members of Management with requisite knowledge perform formal quarterly analyses of potential impairment triggers.

As a result of control activities performed during fiscal year 2024, we concluded that the material weakness regarding fair value calculations was remediated as of June 30, 2023, and the material weakness regarding goodwill impairment assessments was remediated as of September 30, 2023.

We will continue to perform formal quarterly impairment trigger analyses in future periods.

We will likewise continue to utilize a valuation specialist with the requisite knowledge to perform valuations for all future acquisitions of businesses, as such acquisitions occur.

RSM US LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Form 10-K, has issued an unqualified opinion on our consolidated financial statements and has issued an attestation report on our internal control over financial reporting as of March 31, 2024 within Item 8.

Financial Statements and Supplementary Data in this annual report on Form 10-K.

Changes in internal control over financial reporting

The Agena Acquisition was completed on October 21, 2021, and the financial results of Agena are included in our Consolidated Financial Statements as of March 31, 2023 and for the period then ended and as of March 31, 2022 and for the year then ended. During the time since acquisition, we have assessed the control environment of Agena;

made certain changes to Agena's internal controls over financial reporting, including design changes that were required as we brought Agena onto our enterprise resource planning system; and performed testing over the operating effectiveness of Agena's internal controls.

We now consider Agena to be included in the scope of our assessment of internal controls over financial reporting.

Other than the remediation measures discussed above and the incorporation of Agena into our internal controls over financial reporting, there were no other changes during the quarter ended March 31, 2023 in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. 

We acquired GKE in the third quarter of our fiscal year 2024.

The financial results of each of these acquisitions are included in our audited consolidated financial statements as of March 31, 2024.

The Company's total assets as of March 31, 2024 include $113.5 million from GKE.

The Company's consolidated revenues for the year ended March 31, 2024 includes $9.2 million from GKE.

As the acquisition occurred in the third quarter of fiscal year 2024, the scope of our assessment of our internal control over financial reporting does not include the acquisition.

This exclusion is in accordance with the Securities and Exchange Commission’s guidance that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition.

Other than the items discussed above, there were no other changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three and twelve months ended March 31, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Other Information

1 unchanged sentence

Not applicable.

Item 10. 

Directors, Executive Officers and Corporate Governance

Incorporated by reference from the definitive Proxy Statement for our 

2023 Annual Me eting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2023.

Executive Compensation

Incorporated by reference from the definitive Proxy Statement for our 2023 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2023.

Incorporated by reference from the definitive Proxy Statement for our 2024 Annual Me eting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2024.

Executive Compensation

Incorporated by reference from the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2024.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

1 unchanged sentence

The following table presents information regarding options and rights outstanding under our equity compensation plans as of March 31, 2024.

All options reflected are options to purchase common stock. 

(a) Number of Securities to be Issued upon Exercising of Outstanding Options and Rights (1)

6 unchanged sentences

The weighted average exercise price in column (b) includes the weighted average exercise price of options only.

Includes 144,588 shares remaining available under the 2021 Equity Plan.

Each share underlying a full value award such as restricted stock or performance shares count as one share used against the total number of securities authorized under the plan.

Additional information for this item is incorporated by reference from the definitive Proxy Statement for our 2023 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2023.

Includes 372,953 shares remaining available under the 2021 Equity Plan.

Each share underlying a full value award such as restricted stock or performance shares count as one share used against the total number of securities authorized under the plan.

Additional information for this item is incorporated by reference from the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2024.

Certain Relationships and Related Transactions, and Director Independence

Incorporated by reference from the definitive Proxy Statement for our 2023 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2023.

Incorporated by reference from the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2024.

Principal Accountant Fees and Services

Plante & Moran, PPLC , Denver, Colorado , PCAOB ID 166 is the Company's independent registered public accounting firm.

Incorporated by reference from the definitive Proxy Statement for our 2023 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2023.

Exhibits and Financial Statement Schedules

RSM US LLP , Los Angeles, California , PCAOB ID 49 is the Company's independent registered public accounting firm.

Plante & Moran, PPLC, Denver Colorado, PCAOB ID 166 was the Company's independent registered public accounting firm from 1986 to 2023 and issued opinions on prior period amounts presented in this Form 10-K.

Incorporated by reference from the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders or an amendment to this report to be filed no later than 120 days after March 31, 2024.

Exhibits and Financial Statement Schedules

Consolidated Financial Statements

The following documents included in Part II, Item 8.

Financial Statements and Supplementary Data  are filed as part of this Annual Report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets - March 31, 2023 and 2022

Consolidated Statements of Income - Years ended March 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income - Years ended March 31, 2023, 2022 and 2021

Consolidated Statements of Stockholders' Equity - Years ended March 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows - Years ended March 31, 2023, 2022 and 2021

Notes to Consolidated Financial Statements 

Financial Statements and Supplementary Data are filed as part of this Annual Report:

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets - March 31, 2024 and 2023

Consolidated Statements of Operations - Years ended March 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive (Loss) - Years ended March 31, 2024, 2023 and 2022

Consolidated Statements of Stockholders' Equity - Years ended March 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows - Years ended March 31, 2024, 2023 and 2022

Notes to Consolidated Financial Statements

All financial statement schedules have been omitted either because they are not applicable or required, or the information that would be required to be included is disclosed in the notes to the Consolidated Financial Statements.

Open Market Sales Agreement SM dated April 5, 2022 by and among Mesa Laboratories, Inc and Jeffries LLC (incorporated by reference from the Company's Current Report on Form 8-K filed on April 5, 2022).

Articles of Incorporation and Amendments to Articles of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Amended and Restated Articles of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 25, 2023).

Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 10, 2019).

Base Indenture, dated August 12, 2019, by and between the Company and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K 

filed on August 12, 2019).

First Supplemental Indenture, dated August 12, 2019, by and between the Company and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K 

filed on August 12, 2019).

Base Indenture, dated August 12, 2019, by and between the Company and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 12, 2019).

First Supplemental Indenture, dated August 12, 2019, by and between the Company and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 12, 2019).

Description of securities registered under section 12.

Credit Agreement dated as of March 5, 2021 among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 8, 2021).

Amendment No.

1 to Credit Agreement dated as of December 22, 2022 among the Company, the lenders party thereto, and JPMorgan Chase Bank, NA., as administrative agent (incorporated by reference from exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on February 6, 2023).

Amended and Restated Credit Agreement, dated as of April 5, 2024, by and among the Company, the guarantors and lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the joint lead arrangers and joint bookrunners party thereto.

(incorporated by reference from exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 8, 2024).

Mesa Laboratories, Inc.

2014 Equity Plan (incorporated by reference from Exhibit 10.2.2 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Mesa Laboratories, Inc 2021 Equity Incentive Plan (incorporated by reference from Exhibit 10.2.3 to the Company's Annual Form 10-K filed on May 31, 2022). 

Mesa Laboratories, Inc 2021 Equity Incentive Plan (incorporated by reference from Exhibit 10.2.3 to the Company's Annual Form 10-K filed on May 31, 2022).

Form of 2014 Equity Plan Option Award Agreement (incorporated by reference from Exhibit 10.3.1 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Form of 2014 Equity Plan Option Award Agreement as amended (incorporated by reference from Exhibit 10.3.2 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

Form of 2014 Equity Plan Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 11, 2018).

Form of 2023 Performance Stock Unit Agreement, issued under the 2021 Equity Plan (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 4, 2022). 

Form of 2020 Performance Share Unit Agreement, issued under the 2014 Equity Plan (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q 

filed on July 30, 2019).

Form of 2021 Restricted Stock Unit Agreement, issued under the 2014 Equity Plan  (incorporated by reference from Exhibit 10.3.6 to the Company's Annual Report of Form 10-K filed on May 31, 2022). 

Form of 2014 Equity Plan Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 11, 2018).

Form of 2023 Performance Stock Unit Agreement, issued under the 2021 Equity Plan (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 4, 2022).

Form of 2020 Performance Share Unit Agreement, issued under the 2014 Equity Plan (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on July 30, 2019).

Form of 2021 Restricted Stock Unit Agreement, issued under the 2014 Equity Plan (incorporated by reference from Exhibit 10.3.6 to the Company's Annual Report of Form 10-K filed on May 31, 2022).

Form of 2021 Equity Incentive Plan Option Award Agreement (incorporated by reference from Exhibit 10.3.7 to the Company's form S-8 filed on August 30, 2021).

1 unchanged sentence

Form of Confidentiality, Non-Compete and Non-Solicitation Agreement (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2018).

10.5.1 * α

First Amended and Restated Executive Employment Agreement dated as of September 29, 2021, by and among Mesa Laboratories, Inc.

and Gary Owens  (incorporated by reference from Exhibit 10.5.1 to the Company's Current report on Form 8-K filed on September 29, 2021).

10.5.2 * α

and Gary Owens (incorporated by reference from Exhibit 10.5.1 to the Company's Current report on Form 8-K filed on September 29, 2021).

First Amended and Restated Executive Employment Agreement dated as of September 29, 2021, by and among Mesa Laboratories, Inc.

and John Sakys  (incorporated by reference from Exhibit 10.5.2 to the Company's Current report on Form 8-K filed on September 29, 2021).

10.5.3 * α

and John Sakys (incorporated by reference from Exhibit 10.5.2 to the Company's Current report on Form 8-K filed on September 29, 2021).

Executive Employment Agreement dated as of September 29, 2021, by and among Mesa Laboratories, Inc.

and Brian Archbold  (incorporated by reference from Exhibit 10.5.4 to the Company's Current report on Form 8-K filed on September 29, 2021).

Subsidiaries of Mesa Laboratories, Inc. 

and Brian Archbold (incorporated by reference from Exhibit 10.5.4 to the Company's Current report on Form 8-K filed on September 29, 2021).

Mesa Laboratories, Inc.

Insider Trading Policy and Standards with Respect to Confidentiality and Certain Securities Transactions

Subsidiaries of Mesa Laboratories, Inc.

Consent of RSM US LLP.

Consent of Plante & Moran, PLLC .

5 unchanged sentences

Section 1350.

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.

Mesa Laboratories, Inc.

Executive Compensation Clawback Policy

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.

Inline XBRL Taxonomy Extension Schema Document.

5 unchanged sentences

* Indicates a management contract or compensatory plan, contract or arrangement.

α Mesa Laboratories, Inc.

α Mesa Laboratories, Inc.

has entered into an Executive Employment Agreement with each of Gary M.

Owens, John V.

Sakys, and Brian Archbold.

Owens, John V.

Sakys, and Brian Archbold.

+ Filed electronically herewith.

2 unchanged sentences

MESA LABORATORIES, INC.

Chief Executive Officer  

June 28, 2024

Chief 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.

1 unchanged sentence

Chairman of the Board of Directors

June 28, 2024

Chief Executive Officer, President, and Director

Chief Financial Officer and 

June 28, 2024

Chief Financial Officer and

June 28, 2024

Chief Accounting Officer, and Treasurer

/s/Jennifer S.

/s/Shannon Hall

/s/Shiraz Ladiwala 

Shiraz Ladiwala

June 28, 2024

/s/Shannon M.

June 28, 2024

/s/Tony Tripeny

June 28, 2024

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