What changed in this filing

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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-03-01 · 36 added, 30 removed, 206 unchanged (24% of the section changed)

8 unchanged sentences

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013) .

Based on the criteria discussed above and our management’s assessment, our management concluded that, as of December 31, 2021, our internal control over financial reporting was effective.

Based on the criteria discussed

above and our management’s assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

8 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, 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, 2021, of the Company and our report dated March 1, 2022, expressed an unqualified opinion on those financial statements.

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, 2022, of the Company and our report dated February 24, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Salt Lake City, Utah

March 1, 2022

February 24, 2023

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Items 10, 11, 12, 13 and 14.

24 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) 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, 2022, 2021 and 2020

16 unchanged sentences

Merit Medical Systems, Inc.

Long Term Incentive Plan (as amended and restated) dated March 25, 1996*†

2006 Long Term Incentive Plan, dated*†

First Amendment to the Merit Medical Systems 2006 Long-Term Incentive Plan, dated May 31, 2007*†

Lease Agreement dated as of June 8, 1993 for office and manufacturing facility*

3 unchanged sentences

Second Amendment to the Merit Medical Systems, Inc.

2006 Long-Term Incentive Plan*†

2006 Long-Term Incentive Plan made and adopted effective May 31, 2009*†

Second Restatement of the Merit Medical Systems, Inc.

401(k) Profit Sharing Plan*†

401(k) Profit Sharing Plan made and adopted effective May 31, 2009*†

First Amendment to the Second Restatement of the Merit Medical Systems, Inc.

16 unchanged sentences

Form of Employment Agreement, dated May 26, 2016 between the Company and each of the following individuals:

Frost, Joseph C.

Wright, and Brian G.

11 unchanged sentences

Lampropoulos as of the 11th day of December, 2017*†

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

Frost, Joseph C.

Form of First Amendment to Employment Agreement for each of Joseph C.

Wright, and Brian G.

21 unchanged sentences

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

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

and Fred Lampropoulos.

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

and Fred Lampropoulos.*†

Form of Performance Stock Unit Award Agreement (Two 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, 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.

and each of the following individuals:

Raul Parra, Ronald A.

Frost, Joseph C.

Raul Parra, Joseph C.

Wright, and Brian G.

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

First Amendment to the Merit Medical Systems, Inc.

12 unchanged sentences

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

Indemnification Agreement, dated as of June 17, 2021, between the Company and Stephen C.

Form of Indemnification Agreement, dated as of May 19, 2022, between the Company and each of Laura Kaiser and Michael McDonnell.*†

Employment Agreement between the Company and Michel J.

Voigt, dated December 11, 2020*†

Employment Agreement between the Company and Neil Peterson, dated May 19, 2022†

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

4 unchanged sentences

and each of the following individuals:

Raul Parra, Ronald A.

Frost, Brian G.

Raul Parra, Brian G.

Lloyd, Michel J.

2 unchanged sentences

and each of the following individuals:

Raul Parra, Ronald A.

Frost, Brian G.

Raul Parra, 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.

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2022, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos.*†

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2022, by and between Merit Medical Systems, Inc.

and Raul Parra.*†

Form of Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 26, 2022, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Scott Anderson, Jill D.

Anderson, Lonny J.

Lloyd, Michel J.

Voigt, and Joseph C.

Performance Stock Unit Award Agreement (Three Year Performance Period), dated May 19, 2022, by and between Merit Medical Systems, Inc.

and Neil Peterson.*†

Form of Restricted Stock Unit Award Agreement, dated May 24, 2022, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Scott Anderson, Lonny J.

Carpenter, Stephen C.

2 unchanged sentences

Hogan, Thomas J.

Gunderson, F.

Gunderson, Laura s.

Kaiser, Michael R.

McDonnell, F.

Ann Millner, and Lynne N.

Second Amendment to Lease Agreement dated March 10, 2022 for office and manufacturing facility.

Deferred Compensation Plan for Non-Employee Directors.*†

Subsidiaries of Merit Medical Systems, Inc.

12 unchanged sentences

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March 1, 2022.

MERIT MEDICAL SYSTEMS, INC.

2 unchanged sentences

ADDITIONAL SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on form 10-K has been signed below by the following persons in the capacities indicated on March 1, 2022.

Capacity in Which Signed

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