20 unchanged sentences
Their opinion, as to the effectiveness of our internal control over financial reporting, is stated in their report, which is set forth on the following page.
−Removed: On July 1, 2022, we began the implementation phase of Project Ascent, which entailed the replacement of our primary customer and manufacturing transactional systems, warehousing systems, and financial systems with an integrated SAP S/4HANA ERP system.
−Removed: Implementation continued throughout fiscal 2023 as we integrated additional plants and warehouses into our new ERP network.
−Removed: We completed the final wave of the implementation phase in August 2023 as planned.
−Removed: We updated our internal controls, as necessary, to reflect the related changes in business processes.
−Removed: During fiscal 2023, this implementation did not have a material adverse effect on our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act).
−Removed: Except as discussed above, there were no changes to our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
32 unchanged sentences
The information regarding our Code of Business Ethics is incorporated by reference to the information contained in our 2024 Proxy Statement.
+Added: We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.
+Added: As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and anyone employed by or associated with Lancaster Colony, which we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.
+Added: A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
Executive Compensation
28 unchanged sentences
Credit Agreement dated as of March 6 , 202 4 among Lancaster Colony Corporation, the Lenders, The Huntington National Bank as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed March 8 , 202 4 ).
−Removed: Amendment No.
−Removed: 1 to Credit Agreement, dated December 13, 2022, among Lancaster Colony Corporation, the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (000-04065), filed February 2, 2023).
Lancaster Colony Corporation Executive Employee Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K (000-04065), filed September 26, 2000).
5 unchanged sentences
Form of Stock Appreciation Rights Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (000-04065), filed May 5, 2020).
−Removed: Form of Restricted Stock Award Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (000-04065), filed May 5, 2020).
+Added: Form of Restricted Stock Award Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (000-04065), filed November 2, 2023).
Form of Performance Unit Award Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (000-04065), filed November 2, 2023).
5 unchanged sentences
Pigott (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed March 15, 2019).
−Removed: Lancaster Colony Corporation Form of Change in Control Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (000-04065), filed October 31, 2016).
+Added: Lancaster Colony Corporation Form of Change in Control Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (000-04065), filed November 2, 2023).
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed November 15, 2018).
−Removed: Agreement for Severance and Release, effective February 1, 2023, between the Company and Dave Nagle (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed February 3, 2023)
+Added: Lancaster Colony Corporation Insider Trading Policy.
Subsidiaries of Registrant.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Lancaster Colony Corporation Recoupment of Incentive Compensation Policy.
101.INS* 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
19 unchanged sentences
(Principal Executive Officer)
−Removed: Executive Chairman of the Board August 23, 2023
/s/ THOMAS K.
2 unchanged sentences
(Principal Financial and Accounting Officer)
+Added: HARRIS Chairman of the Board August 15, 2024
+Added: Harris and Director
/s/ ZENA SRIVATSA ARNOLD Director August 15, 2024
6 unchanged sentences
FULLEN Director August 15, 2024
−Removed: HARRIS Director August 17, 2023
+Added: Director August 15, 2024
/s/ MICHAEL H.
KEOWN Director August 15, 2024
+Added: /s/ GEORGE F.
+Added: KNIGHT III Director August 16, 2024
/s/ ROBERT P.
1 unchanged sentence
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.