What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-01 · 42 added, 41 removed, 194 unchanged (30% of the section changed)

2 unchanged sentences

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 ("Exchange Act"), as of December 31, 2021.

Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2020, our disclosure controls and procedures were effective, at a reasonable assurance level, to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is (b) accumulated

and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2021, our disclosure controls and procedures were effective, at a reasonable assurance level, to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is (b) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

14 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 1, 2021, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of the FASB ASC Topic 842, Leases .

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated March 1, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

25 unchanged sentences

The following consolidated financial statements and the notes thereto, and the Reports of Independent Registered Public Accounting Firm are incorporated by reference as provided in Item 8 and Item 9A of this report:

Report of Independent Registered Public Accounting Firm — Internal Control

Report of Independent Registered Public Accounting Firm (PCAOB ID 34 ) — Internal Control

Report of Independent Registered Public Accounting Firm — Financial Statements

10 unchanged sentences

Additions Charged to

Allowance for Uncollectible Accounts:

Allowance for Credit Losses:

Beginning of Year

3 unchanged sentences

(b) When an individual customer balance becomes impaired and is deemed uncollectible, a deduction is made against the allowance for uncollectible accounts.

(c) Beginning in 2020, the “Allowance for Uncollectible Accounts” is referred to as “Trade Receivables - Allowance for Credit Losses” in our consolidated balances sheet.

(c) In 2019, our “Allowance for Credit Losses” was referred to as an “Allowance for Uncollectible Accounts” in our consolidated balances sheet.

Years Ended December 31, 2021, 2020 and 2019

8 unchanged sentences

Index to Exhibits

Underwriting Agreement, dated July 25, 2018, by and among Merit Medical Systems, Inc., Wells Fargo Securities, LLC and Piper Jaffray & Co.*

Agreement and Plan of Merger, dated October 1, 2018, by and among Merit Medical Systems, Inc., CMI Transaction Co., Cianna Medical, Inc.

34 unchanged sentences

Frost, Joseph C.

Wright, Justin J.

Lampropoulos, and Brian G.

Wright, and Brian G.

Employment Agreement, dated May 26, 2016 between the Company and Fred P.

7 unchanged sentences

Fourth Amendment to the Merit Medical Systems, Inc., 1996 Employee Stock Purchase Plan dated February 13, 2015*†

Fifth Amendment to the Merit Medical Systems, Inc., 1996 Employee Stock Purchase Plan dated April 15, 2021*†

First Amendment to Employment Agreement made and entered into by and between Merit Medical Systems, Inc.

1 unchanged sentence

Form of First Amendment to Employment Agreement for each of Ronald A.

Frost, Justin J.

Lampropoulos, Joseph C.

Frost, Joseph C.

Wright, and Brian G.

2 unchanged sentences

2018 Long-Term Incentive Plan effective May 24, 2018*†

Employment Agreement made and entered into by and between Merit Medical Systems, Inc.

and Raul Parra as of the 1st day of August, 2018.*†

First Amendment to the Merit Medical Systems, Inc.

2018 Long-Term Incentive Plan effective December 14, 2018*†

Second Amendment to the Merit Medical Systems, Inc.

2018 Long-Term Incentive Plan effective April 15, 2021*†

Employment Agreement made and entered into by and between Merit Medical Systems, Inc.

and Raul Parra as of the 1st day of August, 2018.*†

Merit Medical Systems, Inc.

11 unchanged sentences

401(k) Profit Sharing Plan, effective January 1, 2019*†

Performance Stock Unit Award Agreement (One Year Performance Period), dated February 26, 2020, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos.

Performance Stock Unit Award Agreement (Two Year Performance Period), dated February 26, 2020, by and between Merit Medical Systems, Inc.

2 unchanged sentences

and Fred Lampropoulos.*†

Form of Performance Stock Unit Award Agreement (One Year Performance Period), dated February 26, 2020, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Raul Parra, Ronald A.

Frost, Joseph C.

Wright, Justin J.

Lampropoulos, and Brian G.

Form of Performance Stock Unit Award Agreement (Two Year Performance Period), dated February 26, 2020, by and between Merit Medical Systems, Inc.

2 unchanged sentences

Frost, Joseph C.

Wright, Justin J.

Lampropoulos, and Brian G.

Wright, and Brian G.

Form of Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2020, by and between Merit Medical Systems, Inc.

2 unchanged sentences

Frost, Joseph C.

Wright, Justin J.

Lampropoulos, and Brian G.

Wright, and Brian G.

Agreement by and among Merit, Starboard Value LP and certain of its affiliates, dated May 26, 2020*

Amendment to Performance Stock Unit Award Agreement, dated June 22, 2020, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos *†

Form of Amendment to Performance Stock Unit Award Agreement, dated June 22, 2020, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Raul Parra, Ronald A.

Frost, Joseph C.

Wright, Justin J.

Lampropoulos and Brian G.

First Amendment to the Merit Medical Systems, Inc.

11 unchanged sentences

Floyd, and James T.

Form of Indemnification Agreement, dated October 24, 2020, between the Company and each of the following individuals:

Fred Lampropoulos, Raul Parra, Brian G.

Lloyd, Joseph Wright, Ron Frost, Justin J.

Lampropoulos, Brent Bowen, John Knorpp, and Michel J.

Voigt (dated January 1, 2021)†

Employment Agreement between the Company and Justin J.

Lampropoulos, dated November 19, 2020†

Form of Indemnification Agreement between the Company and each executive officer.

Employment Agreement between the Company and Michel J.

Voigt, dated December 11, 2020*†

Performance Stock Unit Award Agreement (Two Year Performance Period), dated March 19, 2021, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos.*†

Performance Stock Unit Award Agreement (Three Year Performance Period), dated March 19, 2021, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos.*†

Form of Performance Stock Unit Award Agreement (Two Year Performance Period), dated March 19, 2021, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Raul Parra, Ronald A.

Frost, Brian G.

Lloyd, Michel J.

Voigt, and Joseph C.

Form of Performance Stock Unit Award Agreement (Three Year Performance Period), dated March 19, 2021, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Raul Parra, Ronald A.

Frost, Brian G.

Lloyd, Michel J.

Voigt, and Joseph C.

Form of Restricted Stock Unit Award Agreement, dated June 17, 2021, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Scott Anderson, Jill D.

Anderson, Lonny J.

Carpenter, Stephen C.

Evans, David K.

Floyd, James T.

Hogan, Thomas J.

Gunderson, F.

Ann Millner, and Lynne N.

Subsidiaries of Merit Medical Systems, Inc.

6 unchanged sentences

Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Statements of Earnings (Loss), (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements

(i) Consolidated Statements of Income (Loss), (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

17 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