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Item 9A. Controls and Procedures

2024-08-13 compared with 2023-08-15 · 30 added, 23 removed, 122 unchanged (30% of the section changed)

1 unchanged sentence

(a) E FFECTIVENESS OF D ISCLOSURE C ONTROLS AND P ROCEDURES

We conducted an evaluation as of June 30, 2023 under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), and concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, the “Exchange Act”) were effective as of June 30, 2023 and designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We conducted an evaluation as of June 28, 2024 under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), and concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, the “Exchange Act”) were effective as of June 28, 2024 and designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

(b) I NHERENT L IMITATIONS ON E FFECTIVENESS OF C ONTROLS

10 unchanged sentences

OTHER INFORMATION

During the fourth quarter ended June 28, 2024, none of the Company's directors or executive officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement as each term is defined in Section 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

15 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2023 and July 1, 2022

Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal years ended June 30, 2023, July 1, 2022, and July 2, 2021

Consolidated Statements of Shareholders’ Equity for the fiscal years ended June 30, 2023, July 1, 2022, and July 2, 2021

Consolidated Statements of Cash Flows for the years ended June 30, 2023, July 1, 2022, and July 2, 2021

Consolidated Balance Sheets as of June 28, 2024 and June 30, 2023

Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal years ended June 28, 2024, June 30, 2023, and July 1, 2022

Consolidated Statements of Shareholders’ Equity for the fiscal years ended June 28, 2024, June 30, 2023, and July 1, 2022

Consolidated Statements of Cash Flows for the years ended June 28, 2024, June 30, 2023, and July 1, 2022

Notes to Consolidated Financial Statements

4 unchanged sentences

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

FOR FISCAL YEARS ENDED JUNE 30, 2023, JULY 1, 2022, and JULY 2, 2021

FOR FISCAL YEARS ENDED JUNE 28, 2024, JUNE 30, 2023, and JULY 1, 2022

(In thousands)

Allowance for Credit Losses

Accounts receivable, Unbilled receivables and costs in excess of billings, allowance for credit losses

OF PERIOD ADDITIONS REVERSALS WRITE-

13 unchanged sentences

By /s/ DAVID E.

EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, AND TREASURER

EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER

[PRINCIPAL FINANCIAL OFFICER]

2 unchanged sentences

/s/ WILLIAM L.

BALLHAUS President, Chief Executive Officer and Director (principal executive officer) August 15, 2023

FARNSWORTH Executive Vice President, Chief Financial Officer, and Treasurer (principal financial officer) August 15, 2023

/S/ MICHELLE M.

MCCARTHY Vice President, Chief Accounting Officer (principal accounting officer) August 15, 2023

/S/ WILLIAM K.

O'BRIEN Chairman of the Board of Directors August 15, 2023

BALLHAUS President, Chief Executive Officer, and Chairman of the Board of Directors (principal executive officer) August 13, 2024

FARNSWORTH Executive Vice President, Chief Financial Officer (principal financial officer) August 13, 2024

/S/ DOUGLAS D.

MUNRO Vice President, Chief Accounting Officer (principal accounting officer) August 13, 2024

/S/ ORLANDO P.

3 unchanged sentences

DISBROW Director August 13, 2024

/S/ MARY LOUISE KRAKAUER Director August 15, 2023

Mary Louise Krakauer

KRONE Director August 13, 2024

17 unchanged sentences

Description of Registrant's Securities (incorporated herein by reference to Exhibit 4.2 of the Company’s annual report on Form 10-K for the fiscal year ended July 3, 2020)

1997 Employee Stock Purchase Plan, as amended and restated (incorporated herein by reference to Exhibit 10.1 of the Company’s annual report on Form 10-K for the fiscal year ended July 1, 2022)

2024 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 filed May 8, 2024)

Form of Indemnification Agreement between the Company and each of its current directors (incorporated herein by reference to Exhibit 10.4 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2009)

15 unchanged sentences

4 to Credit Agreement, dated February 28, 2022, among the Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on February 28, 2022)

Amendment No.

5 to Credit Agreement, dated November 7, 2023, among the Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on November 7, 2023)

Amendment No.

6 to Credit Agreement, dated August 13, 2024, among the Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed August 13, 2024)

Form of Severance Benefits Agreement between the Company and Non-CEO Executives (incorporated herein by reference to Exhibit 10.14 of the Company's annual report on Form 10-K for the fiscal year ended June 30, 2019)

Employment Agreement, dated August 15, 2023, between the Company and William L.

Ballhaus (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on August 15, 2023)

Letter Agreement, dated June 20, 2023, between the Company and David E.

Farnsworth (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on June 29, 2023)

Letter Agreement, dated September 15, 2021, between the Company and James M.

Stevison (incorporated by reference to Exhibit 10.2 of the Company’s quarterly report for the fiscal quarter ended September 30, 2022)

Letter Agreement, dated September 15, 2021, between the Company and Charles R.

Wells, IV (incorporated by reference to Exhibit 10.3 of the Company’s quarterly report for the fiscal quarter ended September 30, 2022)

Voting Agreement, dated July 6, 2023, by and between Mercury Systems, Inc.

and JANA Partners LLC (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on July 6, 2023)

Wells, IV (incorporated by reference to Exhibit 10.2 of the Company’s quarterly report for the fiscal quarter ended March 29 , 202 4 )

Separation Agreement, dated January 12, 2024, between the Company and Christine F.

Harbison (incorporated herein by reference to Exhibit 10.1 of the Company’s quarterly report for the fiscal quarter ended March 29, 2024)

First Amendment to Restricted Stock Award Agreement Granted to Christine Harbison under the Company’s 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Company’s quarterly report for the fiscal quarter ended March 29, 2024)

First Amendment to Performance Restricted Stock Award Agreement Granted to Christine Harbison under the Company’s 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Company’s quarterly report for the fiscal quarter ended March 29, 2024)

Deferred Compensation Matching Plan (incorporated herein by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 filed on November 9, 2023)

Deferred Compensation Matching Plan Adoption Agreement (incorporated herein by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-8 filed on November 9, 2023)

Insider Trading Policy

4 unchanged sentences

Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Recoupment Policy

DESCRIPTION OF EXHIBIT

13 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