6 unchanged sentences
c) Changes in Internal Control over Financial Reporting
+Added: The Company completed the acquisition of HCS-Electronic Materials on November 1, 2021.
+Added: As permitted by SEC guidance, the scope of our evaluation of internal control over financial reporting as of December 31, 2021 did not include the internal control over financial reporting of HCS-Electronic Materials.
+Added: The results of HCS-Electronic Materials are included in our consolidated financial statements from the date of acquisition and constituted 22% of total assets as of December 31, 2021 and less than 1% of net sales and net income for the year then ended.
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2021 that have materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
6 unchanged sentences
Vice President Finance and Chief Accounting Officer at The Timken Company, a world leader in engineered bearings and power transmission products (November 2016-November 2020)
−Removed: Vice President, Treasury and Investor Relations at The Timken Company (prior to November 2016)
−Removed: Chemnitz 63 Vice President, General Counsel and Secretary (January 2017-Present);
−Removed: Vice President, General Counsel (prior to January 2017)
+Added: Chemnitz 64 Vice President, General Counsel and Secretary
The information required by Item 10 with respect to directors, the Audit and Risk Committee of the Board of Directors, and Audit and Risk Committee financial experts is incorporated herein by reference from the section entitled “Corporate Governance;
4 unchanged sentences
Incorporated by reference from the sections of the Proxy Statement entitled “Executive Compensation” and “2021 Compensation of Non-Employee Directors."
−Removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required under Item 12 regarding security ownership is incorporated by reference from the section of the Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management." The information required by Item 12 regarding securities authorized for issuance under equity compensation plans is incorporated by reference from the section of the Proxy Statement entitled "Equity Compensation Plan Information."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 unchanged sentence
Committees of the Board of Directors — Director Independence.”
+Added: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
+Added: The information required under Item 12 regarding security ownership is incorporated by reference from the section of the Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management." The information required by Item 12 regarding securities authorized for issuance under equity compensation plans is incorporated by reference from the section of the Proxy Statement entitled "Equity Compensation Plan Information."
PRINCIPAL ACCOUNTANT FEES AND SERVICES
8 unchanged sentences
All documents referenced below were filed pursuant to the Exchange Act by Materion Corporation, file number 001-15885, unless otherwise noted.
+Added: 2.1 Share Purchase Agreement, dated as of September 19, 2021, by and among Materion Corporation, HCST Hungary Holding Vagyonkezelő Korlátolt Felelősségű Társaság, H.C.
+Added: Starck Group GmbH and Opus HoldCo S.à r.l.
+Added: (filed as Exhibit 2.1 to Materion’s Form 8-K filed on November 1, 2021), incorporated herein by reference
3.1 Amended and Restated Articles of Incorporation of Materion Corporation (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended on June 27, 2014), incorporated herein by reference.
1 unchanged sentence
4.1 Description of Materion Corporation Common Stock (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019), incorporated herein by reference.
−Removed: 4.2 Third Amended and Restated Credit Agreement, dated September 24, 2019, by and among Materion Corporation, Materion Netherlands B.V., the other foreign borrowers from time to time party thereto, the financial institutions from time to time party thereto as lenders, JPMorgan Chase Bank, N.A.
−Removed: as administrative agent, Wells Fargo Bank, National Association and Bank of America, N.A., as co-syndication agents, and KeyBank National Association, as documentation agent (filed as Exhibit 10.1 to the Company's 8-K filed on September 30, 2019), incorporated herein by reference.
+Added: 4.2# Amendment No.
+Added: 1 , dated September 30, 2021, to Third Amended and Restated Credit Agreement, dated September 24, 2019, by and among Materion, Materion’s subsidiary, Materion Netherlands B.V., Materion’s other foreign subsidiaries party thereto from time to time, the financial institutions party thereto from time to time as lenders, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank National Association and Bank of America, N.A., as co-syndication agents, and KeyBank National Association, as documentation agent.
+Added: 4.3 Fourth Amended and Restated Credit Agreement, by and among Materion Corporation, Materion Netherlands B.V., the other foreign borrowers party thereto from time to time, the financial institutions party thereto from time to time as lenders, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association and Bank of America, N.A., as co-syndication agents, KeyBank National Association, as documentation agent, and JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and BofA Securities, Inc., as joint bookrunners and joint lead arrangers (filed as Exhibit 10.1 to the Company's 8-K filed on November 1, 2021), incorporated herein by reference.
10.1 Metals Consignment Agreement, dated as of August 27, 2019 , among Materion Corporation, certain of its subsidiaries and Bank of Montreal (filed as Exhibit 10.1 to the Company's Form 8-K Filed on August 29, 2019), incorporated herein by reference.
10 unchanged sentences
10.11* Severance Agreement for Shelly M.
−Removed: Chadwick dated as of December 15, 2020.
+Added: Chadwick dated as of December 15, 2020 (filed as Exhibit 10.11 to the Company's Form 10-K for the year ended December 31, 2020), incorporated herein by reference.
10.12* CFO Offer Letter for Shelly M.
−Removed: Chadwick dated as of October 24, 2020.
+Added: Chadwick dated as of October 24, 2020 (filed as Exhibit 10.12 to the Company's Form 10-K for the year ended December 31, 2020), incorporated herein by reference.
10.13* Form of Trust Agreement between the Company and Key Trust Company of Ohio, N.A.
2 unchanged sentences
10.15* Materion and Subsidiaries Management Incentive Plan for the 2020 Plan Year (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 27, 2020), incorporated herein by reference.
+Added: 10.16* Materion and Subsidiaries Management Incentive Plan for the 202 1 Plan Year (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 2021), incorporated herein by reference.
10.17* Materion Corporation 2006 Stock Incentive Plan (as Amended and Restated as of May 3, 2017) (filed as Exhibit 4.3 to the Registration Statement on Form S-8 (Registration No.
2 unchanged sentences
10.19* Form of 2020 Restricted Stock Unit Agreement (Stock-Settled) under the Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 3, 2017), covering grants made in 2020 (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended March 27, 2020), incorporated herein by reference.
+Added: 10.20* Form of 202 1 Restricted Stock Unit Agreement (Stock-Settled) under the Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 3, 2017), covering grants made in 2021 (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 2021), incorporated herein by reference.
10.21* Form of 2018 Performance-Based Restricted Stock Unit Agreement covering grants made in 2018 and 2019 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 30, 2018), incorporated herein by reference.
10.22* Form of 2020 Performance-Based Restricted Stock Units Agreement under the Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 3, 2017), covering grants made in 2020 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 27, 2020), incorporated herein by reference.
+Added: 10.23* Form of 202 1 Performance-Based Restricted Stock Units Agreement under the Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 3, 2017), covering grants made in 2021 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 2021), incorporated herein by reference.
10.24* Form of 2010 Stock Appreciation Rights Agreement (filed as Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009), incorporated herein by reference.
1 unchanged sentence
10.26* Form of 2020 Appreciation Rights Agreement under the Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 3, 2017), covering grants made in 2020 (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended March 27, 2020), incorporated herein by reference.
+Added: 10.27* Form of 202 1 Appreciation Rights Agreement under the Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 3, 2017), covering grants made in 2021 (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 2021), incorporated herein by reference.
10.28* Materion Corporation Supplemental Retirement Benefit Plan (filed as Exhibit 10.1 to the Company’s Form 8-K filed on September 19, 2011), incorporated herein by reference.
16 unchanged sentences
10.39* Trust Agreement between the Company and Fidelity Management Trust Company, dated June 25, 2009 relating to the Executive Deferred Compensation Plan II (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 3, 2009), incorporated herein by reference.
−Removed: (18.1)# LIFO Preferability Letter .
(21)# Subsidiaries of the Registrant .
(23.1)# Consent of Ernst & Young LLP .
+Added: (23.2)# Consent of Donald E.
+Added: (23.3)# Consent of Christopher Emanuel .
+Added: (23.4)# Consent of Sarah K.
(24)# Powers of Attorney .
4 unchanged sentences
(95)# Mine Safety Disclosure Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act for the Fiscal Year Ended December 31, 202 1 .
+Added: (96)# Technical Report Summary on the Spor Mountain Mine
(101.INS)# 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.
34 unchanged sentences
Charged to Costs and Expenses (1) 65 224 ( 39 )
+Added: Charged to Other Accounts(7) 225 — —
Deductions (2) ( 282 ) ( 80 ) ( 185 )
4 unchanged sentences
Charged to Costs and Expenses (3) 506 9,282 2,367
+Added: Charged to Other Accounts(7) 4,219 — —
Deductions (4) ( 2,769 ) ( 1,830 ) ( 735 )
4 unchanged sentences
Charged to Costs and Expenses (5) 497 884 2,475
+Added: Charged to Other Accounts(7) 1,019 — —
Deductions (6) $ ( 10,693 ) $ ( 4,426 ) $ ( 716 )
5 unchanged sentences
(5) Increase in valuation allowance is recorded as a component of the provision for income taxes.
−Removed: (6) Includes valuation allowances recorded against other comprehensive income.
−Removed: *Certain amounts have been adjusted to reflect the change in inventory accounting method, as described in Note A to the Consolidated Financial Statements.
+Added: (6) 2021 includes a $ 6.9 million valuation allowance reversal in the fourth quarter of 2021 and a $ 3.8 million balance sheet impact to deferred taxes.
+Added: (7) Change in foreign currency exchange rates and acquired reserves.
+Added: See acquisition footnote B for acquisition details.
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.