What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-01 · 30 added, 38 removed, 126 unchanged (35% of the section changed)

18 unchanged sentences

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making their assessment, our management utilized the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.

Based on our evaluation under the framework in Internal Control—Integrated Framework , issued by COSO in 2013, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

In making their assessment, our management utilized the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include ATI Industrial Automation, Inc (“ATI”).

and Schneider Electric Motion USA, Inc.(“SEM”), both acquired in purchase business combinations in 2021 and included in our 2021 consolidated financial statements.

ATI and SEM, whose assets and revenues excluded from our assessment of internal control over financial reporting represent approximately 5% and 1% of total assets, respectively, and approximately 5% and 1% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

Based on our evaluation under the framework in Internal Control—Integrated Framework (2013 ) , issued by COSO, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is contained in Item 8 of this Annual Report on Form 10-K.

Other Information

On February 25, 2021, the Company’s Board of Directors (the “Board”) amended and restated the Company’s By-Law Number 1 (as amended and restated, the “Amended and Restated By-Laws”) to make the following changes:

Added provisions to permit notices and other Company documents to be delivered electronically.

Added provisions to permit shareholders, directors, officers or any other person to sign Company documents using an electronic signature.

Added provisions to permit any meeting required under the Business Corporations Act of New Brunswick, the Amended and Restated By-Laws, or any other law applicable to the Company, to be held as a virtual meeting or a hybrid meeting.

Amended a provision to permit meetings of directors or committees of directors to be convened as virtual meetings or hybrid meetings, including any participation through electronic means where all persons participating can hear each other.

Removed references to “unanimous shareholder agreement” throughout the Amended and Restated By-Laws.

Enumerated additional potential officers that may be appointed by the Board, including a chief financial officer and a chief accounting officer, and enumerated the duties and powers of the chief financial officer.

Removed a requirement that voting at a meeting of shareholders be conducted by a show of hands.

Amended a provision to allow the Company’s listed securities to be eligible to be recorded and maintained on the books of its transfer agent without the issuance of a physical stock certificate.

Removed a provision requiring the payment of cash dividends by check.

Other immaterial or non-substantive administrative or clarifying changes.

The Amended and Restated By-Laws were effective immediately and will be submitted to the shareholders of the Company for confirmation at the 2021 Annual and Special Meeting of Shareholders.

The Amended and Restated By-Laws, along with a copy marked to show the changes from the prior version of the Company’s By-Law Number 1, as amended, are filed herewith as Exhibits 3.2 and 3.3, respectively.

The above description of the changes contained in the Amended and Restated By-Laws is qualified by reference to the full text of the Amended and Restated By-Laws, which are incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Certain information required by Part III is omitted from this Annual Report on Form 10-K and is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission.

3 unchanged sentences

(This website address is not intended to function as a hyperlink, and the information contained in our website is not intended to be a part of this filing).

The Company will provide to any person without charge, upon request, a copy of the Code of Ethics and Business Conduct.

Such a request should be made in writing and addressed to Novanta Inc., Attention:

Investor Relations, 125 Middlesex Turnpike, Bedford, MA 01730, United States.

The Company intends to satisfy the disclosure requirement under Nasdaq rules regarding waivers or under Item 5.05 of Form 8-K regarding disclosure of an amendment to, or waiver from, a provision of this Code of Ethics and Business Conduct, including with respect to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on the Company’s website at https://www.novanta.com in the “About Us” section, unless a Form 8-K is otherwise required by law or applicable listing rules.

19 unchanged sentences

Furnished Herewith

Agreement on the Sale and Transfer of all Shares in W.O.M.

World of Medicine GmbH, dated June 6, 2017, between Novanta Europe GmbH, Novanta Inc., and Aton GmbH

Stock Purchase Agreement dated July 9, 2021, between Novanta Corporation and Schneider Electric Holding, Inc.

Stock Purchase Agreement dated July 9, 2021, between Novanta Corporation, Novanta Technologies (Suzhou) Co.

Ltd, ATI Industrial Automation, Inc.

and ATI Industrial Automation (Lang Fang) Co.

Certificate and Articles of Continuance of the Registrant, dated March 22, 1999

By-Laws of the Registrant, as amended

Redlined By-Laws of the Registrant, as amended

Articles of Reorganization of the Registrant, dated July 23, 2010

1 unchanged sentence

Articles of Amendment of the Registrant, dated May 11, 2016

Articles of Amendment of the Registrant, dated April 23, 2021

Specimen Stock Certificate

1 unchanged sentence

Description of Common Shares

2010 Incentive Award Plan (Amended and Restated Effective July 27, 2016)

2010 Incentive Award Plan (Amended and Restated Effective March 19, 2021), as amended

Form of Deferred Stock Unit Award Agreement

1 unchanged sentence

Form of Stock Option Grant Notice and Stock Option Agreement

Incorporated by Reference

Exhibit Number

Exhibit Description

Furnished Herewith

Restricted Stock Unit Award Agreement

6 unchanged sentences

and Peter Chang

Incorporated by Reference

Exhibit Number

Exhibit Description

Furnished Herewith

Third Amended and Restated Credit Agreement, dated as of December 31, 2019, by and among Novanta Corporation, Novanta Inc., Novanta UK Investments Holding Limited, Novanta Europe GmbH, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and lender, BofA Securities, Inc., as Joint Lead Arranger, JP Morgan Chase Bank, N.A., as Joint Lead Arranger, Co-Syndication Agent and lender, Wells Fargo Securities LLC, as Joint Lead Arranger, Wells Fargo Bank, National Association, as Co-Syndication Agent and lender, Silicon Valley Bank, as Co-Documentation Agent and lender, TD Bank, N.A., as Co-Documentation Agent and lender, Bank of Montreal, as Co-Documentation Agent and lender, and HSBC Bank USA, N.A and HSBC Bank UK., as lenders

14 unchanged sentences

Form of Director Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement

First Amendment to Third Amended and Restated Credit Agreement, dated March 27, 2020

Second Amendment to Third Amended and Restated Credit Agreement, dated June 2, 2020

Third Amendment to Third Amended and Restated Credit Agreement, dated September 22, 2021

Fourth Amendment to Third Amended and Restated Credit Agreement, Dated October 5, 2021

Incorporated by Reference

2 unchanged sentences

Furnished Herewith

First Amendment to Third Amended and Restated Credit Agreement, dated March 27, 2020

Second Amendment to Third Amended and Restated Credit Agreement, dated June 2, 2020

Form of Restricted Stock Unit Award Grant Notice and Agreement

Form of Operating Cash Flow Performance Stock Unit Award Grant Notice and Agreement

Subsidiaries of the Registrant

Consent of Independent Registered Public Accounting Firm

Chief Executive Officer Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Chief Financial Officer Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Chief Executive Officer Certification pursuant to 18 U.S.C.

9 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Certain schedules or appendices to this exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5).

A copy of any omitted schedule will be furnished to the Securities and Exchange Commission or its staff upon request.

This exhibit constitutes a management contract, compensatory plan, or arrangement.

9 unchanged sentences

/s/ Matthijs Glastra

Director, Chief Executive Officer

Chairperson of the Board of Directors, Chief Executive Officer

March 1, 2022

5 unchanged sentences

March 1, 2022

/s/ Stephen W.

Chairman of the Board of Directors

March 1, 2021

/s/ Deborah DiSanzo

Lead Director

March 1, 2022

Deborah DiSanzo

March 1, 2022

6 unchanged sentences

March 1, 2022

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