NOVANTA INC 10-K

Item 9A. Controls and Procedures The required certifications of our Chief Executive Officer and Chief Financial Officer are included in Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K. The disclosures set forth in this Item 9A contain information concerning the evaluation of our disclosure controls and procedures, management’s report on internal control over financial reporting and changes in internal control over financial reporting referred to in those certifications. Those certifications should be read in conjunction with this Item 9A for a more complete understanding of the matters covered by the certifications. Evaluation of Disclosure Controls and Procedures as of December 31, 2020 Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2020. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020. Changes in Internal Control Over Financial Reporting There has been no change to our internal control over financial reporting during the fiscal quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. 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. The effectiveness of our internal control over financial reporting as of December 31, 2020 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. Item 9B. 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. 104 • 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. 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 2021 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission. PART III Item 10. Directors, Executive Officers and Corporate Governance All of the Company’s directors, officers and employees must act in accordance with the Code of Ethics and Business Conduct, which has been adopted by the Company’s Board of Directors. A copy of the Code of Ethics and Business Conduct is available on the Company’s website at https://www.novanta.com in the “About Us” section. (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. The remainder of the response to this item is contained in the Proxy Statement for the Company’s Annual Meeting of Shareholders scheduled to be held on May 13, 2021 and is incorporated herein by reference. Item 11. Executive Compensation The information required to be disclosed by this item is contained in the Proxy Statement for the Company’s Annual Meeting of Shareholders scheduled to be held on May 13, 2021 and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required to be disclosed by this item is contained in the Proxy Statement for the Company’s Annual Meeting of Shareholders scheduled to be held on May 13, 2021 and is incorporated herein by reference. 105 Ite m 13. Certain Relationships and Related Transactions, and Director Independence The information required to be disclosed by this item is contained in the Proxy Statement for the Company’s Annual Meeting of Shareholders scheduled to be held on May 13, 2021 and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information required to be disclosed by this item is contained in the Proxy Statement for the Company’s Annual Meeting of Shareholders scheduled to be held on May 13, 2021 and is incorporated herein by reference. PART IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as part of this report: 1. List of Financial Statements The financial statements required by this item are listed in Item 8, “Financial Statements and Supplementary Data” herein. 2. List of Financial Statement Schedules All schedules are omitted because they are not applicable or not required or the required information is shown in the consolidated financial statements or notes thereto. 3. List of Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/ Furnished Herewith 2.1 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 8-K 001-35083 2.1 6/9/2017 3.1 Certificate and Articles of Continuance of the Registrant, dated March 22, 1999 S-3 333-202597 3.1 3/9/2015 3.2 By-Laws of the Registrant, as amended * 3.3 Redlined By-Laws of the Registrant, as amended * 3.4 Articles of Reorganization of the Registrant, dated July 23, 2010 8-K 000-25705 3.1 7/23/2010 3.5 Articles of Amendment of the Registrant, dated December 29, 2010 8-K 000-25705 3.1 12/29/10 3.6 Articles of Amendment of the Registrant, dated May 11, 2016 8-K 001-35083 10.1 5/12/2016 4.1 Specimen Stock Certificate 10-K 001-35083 4.1 2/28/2018 4.2 Form of Indenture, between the Registrant and Wilmington Trust, National Association S-3 333-229912 4.3 2/27/2019 4.3 Description of Common Shares 10-K 001-35083 4.3 2/26/2020 10.1† Novanta Inc. 2010 Incentive Award Plan (Amended and Restated Effective July 27, 2016) 10-Q 001-35083 10.1 08/02/2016 10.2† Form of Deferred Stock Unit Award Agreement 10-K 001-35083 10.59 3/30/2011 10.3† Restricted Stock Unit Inducement Award Grant Notice S-8 333-194557 99.1 3/14/2014 10.4† Form of Stock Option Grant Notice and Stock Option Agreement 10-Q 001-35083 10.2 8/2/2016 106 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/ Furnished Herewith 10.5† Form of U.S. Restricted Stock Unit Award Agreement 10-Q 001-35083 10.2 5/16/2011 10.6† Offer Letter, dated June 8, 2011, between GSI Group Inc. and Peter Chang 10-Q 001-35083 10.1 11/10/2011 10.7 Amended and Restated Lease, dated May 1, 2012, by and between GSI Group Inc. and 125 Middlesex Turnpike, LLC 8-K 001-35083 10.1 5/4/2012 10.8† Form of Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement 10-Q 001-35083 10.3 8/2/2016 10.9† Severance Agreement, dated as of August 15, 2012, between GSI Group Inc. and Peter Chang 10-Q 001-35083 10.7 11/7/2012 10.10 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 8-K 001-35083 10.1 1/3/2020 10.11 Lease Agreement, dated as of May 31, 2013, by and between JADAK, LLC and Hancock Part Development, LLC 10-Q 001-35083 10.3 5/6/2014 10.12† Amended and Restated Employment Agreement, dated April 21, 2017, between Novanta Inc. and Matthijs Glastra 8-K 001-35083 10.1 4/24/2017 10.13† Amended and Restated Employment Agreement, dated April 21, 2017, between Novanta Inc. and Robert Buckley 8-K 001-35083 10.2 4/24/2017 10.14† Employment Agreement, dated April 21, 2017, between Novanta Inc. and Brian Young 8-K 001-35083 10.3 4/24/2017 10.15† Form of New Restricted Stock Unit Award Agreement 10-Q 001-35083 10.1 5/8/2017 10.16† Form of New Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement 10-Q 001-35083 10.2 5/8/2017 10.17† Form of Indemnification Agreement, by and between Novanta Inc. and certain officers and directors 10-Q 001-35083 10.2 11/1/2017 10.18† Form of Indemnification Agreement, by and between Novanta Corporation and certain officers and directors 10-Q 001-35083 10.3 11/1/2017 10.19 First Amendment, dated May 7, 2018, to Amended and Restated Lease (dated as of May 1, 2012) by and between Novanta Corporation and 125 Middlesex Turnpike, LLC 10-Q 001-35083 10.2 5/8/2018 10.20† Novanta Inc. Non-Employee Director Compensation Policy 10-Q 001-35083 10.1 11/6/2018 10.21† Form of Director Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement 10-Q 001-35083 10.2 11/6/2018 107 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/ Furnished Herewith 10.22 First Amendment to Third Amended and Restated Credit Agreement, dated March 27, 2020 8-K 001-35083 10.1 3/31/2020 10.23 Second Amendment to Third Amended and Restated Credit Agreement, dated June 2, 2020 10-Q 001-35083 10.1 8/6/2020 21.1 Subsidiaries of the Registrant * 23.1 Consent of Independent Registered Public Accounting Firm * 31.1 Chief Executive Officer Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 31.2 Chief Financial Officer Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 32.1 Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** 32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** 101.INS Inline eXtensible Business Reporting Language (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. 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * † This exhibit constitutes a management contract, compensatory plan, or arrangement. * Filed herewith ** Furnished herewith Item 16. Form 10-K Summary None. 108 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Novanta Inc. By: /s/ Matthijs Glastra Matthijs Glastra Chief Executive Officer Date: March 1, 2021 109 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. Novanta Inc. (Registrant) Name Title Date /s/ Matthijs Glastra Director, Chief Executive Officer March 1, 2021 Matthijs Glastra /s/ Robert J. Buckley Chief Financial Officer March 1, 2021 Robert J. Buckley /s/ Peter L. Chang Chief Accounting Officer and Corporate Controller March 1, 2021 Peter L. Chang /s/ Stephen W. Bershad Chairman of the Board of Directors March 1, 2021 Stephen W. Bershad /s/ Lonny J. Carpenter Director March 1, 2021 Lonny J. Carpenter /s/ Deborah DiSanzo Director March 1, 2021 Deborah DiSanzo /s/ Brian D. King Director March 1, 2021 Brian D. King /s/ Ira J. Lamel Director March 1, 2021 Ira J. Lamel /s/ Maxine L. Mauricio Director March 1, 2021 Maxine L. Mauricio /s/ Katherine A. Owen Director March 1, 2021 Katherine A. Owen /s/ Thomas N. Secor Director March 1, 2021 Thomas N. Secor 110