13 unchanged sentences
Principal Accountant Fees and Services
−Removed: With respect to this Part III, incorporated by reference herein pursuant to Rule 12b—23 are (1) “Election of Directors,” (2) “Executive Compensation,” (3) “Other Information Concerning the Board of Directors,” (4) “Stock Ownership,” and (5) “Selection of Independent Registered Public Accounting Firm,” appearing in the Proxy Statement filed pursuant to Regulation 14A in connection with the registrant’s Annual Meeting of Shareholders to be held on May 12, 2024.
+Added: With respect to this Part III, incorporated by reference herein pursuant to Rule 12b—23 are (1) “Election of Directors,” (2) “Executive Compensation,” (3) “Corporate Governance Matters,” (4) “Stock Ownership,” and (5) “Selection of Independent Registered Public Accounting Firm,” appearing in the Proxy Statement filed pursuant to Regulation 14A in connection with the registrant’s Annual Meeting of Shareholders to be held on May 13, 2025.
The information appearing in such Proxy Statement under the caption “Audit Committee Report” and the other information appearing in such Proxy Statement and not specifically incorporated by reference herein is not incorporated herein.
20 unchanged sentences
Total 15,018 45.10 1,927,766
−Removed: * Includes 1,869,407 shares available for issuance under the Amended and Restated 2023 Management Equity Incentive Plan and 68,439 shares available for issuance under the 2017 Non-Employee Directors’ Equity Incentive Plan.
+Added: * Includes 1,772,153 shares available for issuance under the 2023 Management Equity Incentive Plan, 87,209 shares available for issuance under the 2024 Non-Employee Directors’ Equity Incentive Plan, and 68,404 shares available for issuance under the 2014 MSA Employee Stock Purchase Plan.
Exhibits and Financial Statement Schedules
22 unchanged sentences
10(d)* Supplemental Pension Plan as amended and restated effective January 1, 2005, filed as Exhibit 10.3 to Form 10-Q on April 30, 2009, is incorporated herein by reference.
−Removed: 10(e)* 2017 Non-Employee Directors’ Equity Incentive Plan, filed as Exhibit A to the registrant's definitive proxy statement dated April 7, 2017, is incorporated herein by reference.
−Removed: 10(f)* Executive Insurance Program as Amended and Restated as of January 1, 2006, filed as Exhibit 10(a) to Form 10-Q on August 7, 2007, is incorporated herein by reference.
−Removed: 10(g)* MSA Safety, Inc.
−Removed: Executive Incentive Plan as of January 1, 2023, is filed herewith.
−Removed: 10(h)* Supplemental Executive Retirement Plan, effective January 1, 2008, filed as Exhibit 10.2 to Form 10-Q on April 30, 2009, is incorporated herein by reference.
−Removed: 10(i)* Form of Change-in-Control Severance Agreement between the registrant and its executive officers, filed as Exhibit 10.1 to Form 10-Q on April 30, 2009, is incorporated herein by reference.
−Removed: 10(j)* 2003 Supplemental Savings Plan, effective January 1, 2003, filed as Exhibit 10(k) to Form 10-K on February 24, 2014, is incorporated herein by reference.
−Removed: 10(k)* 2005 Supplemental Savings Plan, as amended and restated, effective June 1, 2022, is incorporated herein by reference.
−Removed: 10(l)* MSA Safety Incorporated Amended and Restated 2023 Management Equity Incentive Plan, filed as Appendix A to the registrant’s definitive proxy statement dated March 30, 2023, is incorporated herein by reference.
−Removed: 10(m) Fourth Amended and Restated Credit Agreement, dated as of May 24, 2021, by and among MSA Safety Incorporated, MSA UK Holdings Limited, MSA Great Britain Holdings Limited, MSA International Holdings B.V., as borrowers, various MSA subsidiaries, as guarantors, various financial institutions, as lenders, and PNC Bank National Association, as administrative agent, filed as Exhibit 10.1 to Form 8‑K/A on May 26, 2021, is incorporated herein by reference.
−Removed: 10(n) Third Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement dated July 1, 2021 with PGIM, Inc.
+Added: 10(e)* 2024 Non-Employee Directors’ Equity Incentive Plan, filed as Exhibit A to the registrant's definitive proxy statement dated March 28, 2024, is incorporated herein by reference.
+Added: 10(f)* MSA Safety, Inc.
+Added: Executive Incentive Plan as of January 1, 2023, filed as Exhibit 10(g) to Form 10-K on February 16 , 2024 , is incorporated by reference .
+Added: 10(g)* Supplemental Executive Retirement Plan, effective January 1, 2008, filed as Exhibit 10.2 to Form 10-Q on April 30, 2009, is incorporated herein by reference.
+Added: 10(h)* Form of Change-in-Control Severance Agreement between the registrant and its executive officers, filed as Exhibit 10.1 to Form 10-Q on April 30, 2009, is incorporated herein by reference.
+Added: 10(i)* 2003 Supplemental Savings Plan, effective January 1, 2003, filed as Exhibit 10(k) to Form 10-K on February 24, 2014, is incorporated herein by reference.
+Added: 10(j)* 2005 Supplemental Savings Plan, as amended and restated, effective June 1, 2022, is incorporated herein by reference.
+Added: 10(k)* MSA Safety Incorporated Amended and Restated 2023 Management Equity Incentive Plan, filed as Appendix A to the registrant’s definitive proxy statement dated March 30, 2023, is incorporated herein by reference.
+Added: 10(l)* Form of MSA Safety Incorporated 2023 Management Equity Incentive Plan Performance Stock Unit agreement between the registrant and its executive officers is filed herewith.
+Added: 10(m)* Form of MSA Safety Incorporated 2023 Management Equity Incentive Plan Restricted Stock Unit agreement between the registrant and its executive officers is filed herewith.
+Added: 10(n)* Form of MSA Safety Incorporated 2024 Non-Employee Directors' Equity Incentive Plan Restricted Stock agreement between the registrant and Non-employee Directors' is filed herewith.
+Added: 10(o)* 2019 MSA Safety Incorporated Deferred Compensation Program for Non-employee Directors' is filed herewith.
+Added: 10(p) Fourth Amended and Restated Credit Agreement, dated as of May 24, 2021, by and among MSA Safety Incorporated, MSA UK Holdings Limited, MSA Great Britain Holdings Limited, MSA International Holdings B.V., as borrowers, various MSA subsidiaries, as guarantors, various financial institutions, as lenders, and PNC Bank National Association, as administrative agent, filed as Exhibit 10.1 to Form 8‑K/A on May 26, 2021, is incorporated herein by reference.
+Added: 10(q) Third Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement dated July 1, 2021 with PGIM, Inc.
and the noteholders party thereto, filed as Exhibit 10.1 to Form 8‑K/A on July 16, 2021, is incorporated herein by reference.
−Removed: 10(o) Second Amended and Restated Master Note Facility dated as of July 1, 2021 with NYL Investors LLC and the noteholders party thereto, filed as Exhibit 10.2 to Form 8‑K/A on July 16, 2021, is incorporated herein by reference.
−Removed: 10(p) Agreement and Plan of Merger, dated May 23, 2021, by and among MSA Advanced Detection, LLC, a Pennsylvania limited liability company, Cardinal Merger Subsidiary, Inc., a Delaware corporation, MSA Safety Incorporated, a Pennsylvania corporation, Viking Topco, Inc., a Delaware corporation, and Laurel Solutions Holdings LLC, a Delaware limited liability company, solely in its capacity as a representative of the stockholders of Viking Topco, Inc., filed as Exhibit 10.1 to Form 8‑K on May 24, 2021, is incorporated herein by reference.
−Removed: 10(q) Membership Interest Purchase Agreement, dated January 5, 2023, by and among MSA Worldwide, LLC, a Pennsylvania limited liability company, Mine Safety Appliances Company, LLC, a Pennsylvania limited liability company, Sag Main Holdings, LLC, a Delaware limited liability company, and MSA Safety Jacksonville Manufacturing LLC, a Pennsylvania limited liability company, filed as Exhibit 10.1 to Form 8-K on January 6, 2023, is incorporated by reference.
−Removed: 10(r) Credit Agreement, dated January 5, 2023, by and among the Company, as borrower, various Company subsidiaries, as guarantors, various financial institutions, as lenders, and PNC Bank, National Association, as administrative agent, filed as Exhibit 10.2 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
−Removed: 10(s) Amendments to Fourth Amended and Restated Credit Agreement, dated May 24, 2021, as amended, among the Company, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, filed as Exhibit 10.3 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
−Removed: 10(t) Amendment No.
+Added: 10(r) Second Amended and Restated Master Note Facility dated as of July 1, 2021 with NYL Investors LLC and the noteholders party thereto, filed as Exhibit 10.2 to Form 8‑K/A on July 16, 2021, is incorporated herein by reference.
+Added: 10(s) Credit Agreement, dated January 5, 2023, by and among the Company, as borrower, various Company subsidiaries, as guarantors, various financial institutions, as lenders, and PNC Bank, National Association, as administrative agent, filed as Exhibit 10.2 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
+Added: 10(t) Amendments to Fourth Amended and Restated Credit Agreement, dated May 24, 2021, as amended, among the Company, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, filed as Exhibit 10.3 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
+Added: 10(u) Amendment No.
1 and Consent to Third Amended and Restated Multicurrency Note Purchase and Private Shelf Agreement, dated as of December 30, 2022, among MSA Safety Incorporated, each of the Guarantors signatory hereto, PGIM, INC.
and each of the holders of Notes, filed as Exhibit 10.4 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
−Removed: 10(u) Amendment No.
+Added: 10(v) Amendment No.
1 and Consent to Second Amended and Restated Master Note Facility, dated as of December 30, 2022, among MSA Safety Incorporated, each of the Guarantors signatory hereto, NYL Investors LLC and each of the holders of Notes, filed as Exhibit 10.5 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
+Added: 19 MSA Safety Incorporated Global Insider Trading Policy is filed herewith.
21 Affiliates of the registrant is filed herewith.
23 Consent of Ernst & Young LLP, independent registered public accounting firm is filed herewith.
−Removed: 31.1 Certification of Nishan J.
−Removed: Vartanian pursuant to Rule 13a-14(a) is filed herewith.
+Added: 31.1 Certification of Steven C.
+Added: Blanco pursuant to Rule 13a-14(a) is filed herewith.
31.2 Certification of Lee B.
1 unchanged sentence
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.§1350 is filed herewith.
−Removed: 97 MSA Safety Inc orporated Mandatory Recoupment Policy is filed herewith.
+Added: 97 MSA Safety Incorporated Mandatory Recoupment Policy filed as Exhibit 97 to Form 10-K on February 16, 2023 is incorporated herein by reference.
101.INS XBRL Instance Document
8 unchanged sentences
MSA SAFETY INCORPORATED
−Removed: February 16, 2024 By /s/ NISHAN J.
−Removed: (Date) Nishan J.
−Removed: Chairman and Chief Executive Officer
+Added: February 14, 2025 By /s/ S TEVEN C.
+Added: (Date) Steven C.
+Added: President and 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.
Signature Title Date
−Removed: / S / N ISHAN J.
−Removed: Chairman and Chief Executive Officer
+Added: / S / S TEVEN C.
+Added: President and Chief Executive Officer
(Principal Executive Officer) February 14, 2025
13 unchanged sentences
Director February 14, 2025
−Removed: / S / S ANDRA P HILLIPS R OGERS
−Removed: Sandra Phillips Rogers
−Removed: Director February 16, 2024
−Removed: / S / J OHN T.
+Added: / S / S ANDRA L.
Director February 14, 2025
3 unchanged sentences
Director February 14, 2025
+Added: / S / N ISHAN J.
+Added: Director February 14, 2025
MSA SAFETY INCORPORATED
14 unchanged sentences
(1) Bad debts written off, net of recoveries.
−Removed: (2) Activity for 2023, 2022 and 2021 includes currency translation gains (losses) of $ 1,368 , $ 202 and $ 79 , respectively.
−Removed: (3) Activity for 2023, 2022 and 2021 includes currency translation gains (losses) of $ 16 , $ 622 and $ 29 , respectively.
+Added: (2) Activity for 2024, 2023 and 2022 includes currency translation gains of $ 1,408 , $ 1,368 and $ 202 , respectively.
+Added: (3) Activity for 2024, 2023 and 2022 includes currency translation gains of $ 218 , $ 16 and $ 622 , respectively.
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.