What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-17 · 59 added, 29 removed, 133 unchanged (40% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, the CEO and the CFO have concluded that our disclosure controls and procedures are effective in ensuring that material information that is required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as of December 31, 2022.

Management’s Report on 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 such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

7 unchanged sentences

Changes in Control over Financial Reporting

No change in internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) occurred during the year ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Orion Engineered Carbons S.A

5 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for the year ended December 31, 2021, and the related notes and our report dated February 17, 2022 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2022, and the related notes and our report dated February 23, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

17 unchanged sentences

Orion Engineered Carbons S.A

Other Information

Orion Engineered Carbons S.A

Directors, Executive Officers and Corporate Governance

3 unchanged sentences

Painter 60 Chief Executive Officer

Robert Hrivnak 61 Interim Chief Financial Officer

Jeffrey Glajch 60 Chief Financial Officer

Sandra Niewiem 46 Senior Vice President, Global Specialty Carbon Black and EMEA Region

1 unchanged sentence

58 Senior Vice President, Global Operations

Painter began his career at Air Products in 1984 as part of the company’s career development program.

He rose through the ranks, progressing through a variety of commercial and operations positions in the U.S.

and overseas, and was rapidly promoted several times over the last several years, holding leadership positions in operations, supply chain, corporate strategy and technology.

He held the position of Executive Vice President, Industrial Gases until he left Air Products at the end of June, 2018 to become Orion Engineered Carbons group’s new Chief Executive Officer starting from September 2018.

Robert Hrivnak— Mr.

Hrivnak joined Orion in August 2020 and was appointed Interim Chief Financial Officer in October 2021.

Hrivnak has over 30 years of experience as an accomplished financial executive.

Hrivnak joined Orion from Clearwater Paper, a manufacturer of paper products, where he served as Chief Financial Officer and Chief Accounting Officer.

Prior to Clearwater, he served as Chief Accounting Officer of Itron, Inc., a global public technology and services company providing products and services to utilities and municipalities.

Hrivnak is a Certified Public Accountant (CPA) and holds a BS business and accounting from Ohio State and a MBA from the University of Wisconsin.

Painter became the CEO of Orion Engineered Carbons in September 2018.

He is responsible for setting strategy and policy, developing leadership talent, meeting customer and shareholder commitments, and setting Company culture.

Prior to joining Orion, he was the Executive Vice President for Industrial Gases at Air Products and Chemicals, a global industrial gas company from 2014 until he left the company in 2018.

Prior to that he was Senior Vice Present of the Merchant Gases division of Air Products from 2013 to 2014.

Painter joined Air Products in 1984 as a participant in a career development program and held various positions including Vice President, Global Electronics, Senior Vice President, Corporate Strategy and Technology, and Senior Vice President Supply Chain (operations, engineering, procurement, safety).

He was based overseas in Asia and Europe for ten years.

Painter has served on numerous non-profit boards.

He holds a B.S.

in chemical engineering degree from Carnegie-Mellon University and is a Certified Professional Engineer.

Jeffrey Glajch— Mr.

Glajch joined Orion on April 18, 2022 as Chief Financial Officer.

Glajch has over 30 years of experience leading corporate finance and accounting control functions for both public and private companies.

Prior to joining Orion, he served as CFO for 13 years for Graham Corporation, a leading designer and manufacturer of vacuum and heat transfer equipment for energy markets and process industries.

Prior to Graham Corporation, he held senior financial roles at a number of companies.

Glajch has also served on numerous non-profit boards.

He holds an MBA from Purdue University, a master’s degree in chemical engineering from Clarkson University and a bachelor’s degree in chemistry from Carnegie-Mellon University.

Sandra Niewiem— Dr.

Niewiem was appointed Senior Vice President Global Specialty Carbon Black and EMEA Region in September 2019.

Niewiem joined Orion in December 2013 and previously held the position of Vice President Global Product Management and Business Development Specialty Carbon Black.

She has over 19 years of experience in process industries, engineering and industrial goods, thereof more than 13 years in management consulting at a global consulting firm.

She joined Orion in December 2013 and previously held the position of Vice President Global Product Management and Business Development Specialty Carbon Black.

She has over 19 years of experience in process industries, engineering and industrial goods, and more than 13 years in management consulting at a global consulting firm.

Niewiem holds an Economics Doctorate from European Business School and a Master’s in business administration from James Madison University, Virginia.

1 unchanged sentence

Riveros joined Orion Engineered Carbons in the current role in June 2019.

Immediately prior to Orion, he served in multiple business leadership roles at Air Products from 1994 to 2019 where his key areas of expertise included Business Strategy, Margin Enhancement, Productivity and Supply Chain Management.

He has 25 years of experience in varied general management and business management roles in the industrial gas and chemicals area both in North and South America.

Riveros held several business leadership roles at Air Products, prior to joining Orion, where his key areas of expertise included Business Strategy, Margin Enhancement, Productivity and Supply Chain Management.

Riveros holds a bachelor’s degree in mechanical engineering from Rensselaer Polytechnic Institute.

Riveros holds a Bachelor’s degree in mechanical engineering from Rensselaer Polytechnic Institute, New York.

Carlos Quinones — Mr.

10 unchanged sentences

We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Conduct and Code of Ethics applicable to the Chief Executive Officer, the Chief Financial Officer, senior management, the Controller or other senior financial officers by posting such information on our website.

Executive Compensation

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

Orion Engineered Carbons S.A

Executive Compensation

The information required by this item will be included in our proxy statement for the Company’s 2023 annual meeting of stockholders (the “2023 Proxy Statement”) and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

19 unchanged sentences

2 to the Registration Statement on Form F-1 filed on July 14, 2014 (File No.

4(b) Description of Orion Engineered Carbons S.A.’s Common Shares (incorporated by reference to Exhibit 4(b) to the Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 20, 2020

4.2 Description of Orion Engineered Carbons S.A.’s Common Shares (incorporated by reference to Exhibit 4(b) to the Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 20, 2020

10.1 Credit Agreement, dated as of July 25, 2014, among the Company, Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons Bondco GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the revolving borrowers named therein, the guarantors named on the signature page thereto, the lenders named therein, and Goldman Sachs Bank USA as administrative agent (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished on July 31, 2014 (File No.

9 unchanged sentences

10.10 Ninth Amendment, dated as of September 30, 2021, by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, the other Loan Parties party thereto, the New Term Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders, Goldman Sachs Bank USA as sole book runner and Deutsche Bank Securities Inc., ING Bank, a branch of ING-DiBa AG and UniCredit Bank AG in their capacities as exclusive mandated lead arrangers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 5, 2021).

10.11 Tenth Amendment, dated as of May 26, 2022, by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, the other Loan Parties party hereto, each Lender party hereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders and UniCredit Bank AG in its capacity as exclusive coordinator, bookrunner and mandated lead arranger (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 4, 2022).

10.12+ Fixed Asset Loan Agreement, dated March 16, 2022, by and between Orion Engineered Carbons (Huaibei) Co., Ltd.

and Bank of China Limited Shanghai Pilot Free Trade Zone Sub-Branch

10.13† Orion Engineered Carbons S.A.

2014 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 filed on August 5, 2014)

10.14† Orion Engineered Carbons S.A.

2014 Non-Employee Director Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed on August 5, 2014)

10.15† Employment Agreement, dated as of September 2, 2018, by and between Corning Painter and Orion Engineered Carbons S.A.

(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on May 7, 2020).

10.16† Restrictive Covenants Agreement, dated as of September 2, 2018, by and between Corning Painter and Orion Engineered Carbons S.A.

(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on May 7, 2020).

10.17† Restricted Stock Unit Award (sign-on grant), dated as of November 4, 2019, by and between Corning Painter and Orion Engineered Carbons S.A.

(incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on May 7, 2020).

10.18† Form of PSU Award Agreement (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on May 7, 2020).

10.19† Form of RSU Award Agreement (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed on May 7, 2020).

10.20† Form of Director Restricted Share Award Agreement (incorporated by reference to Exhibit 10.

8 to the Quarterly Report on Form 10-Q filed on May 7, 2020).

21.1 Subsidiaries of the Registrant

1 unchanged sentence

23.2 Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft

Orion Engineered Carbons S.A

31.1 Certification by Corning F.

Painter pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2 Certification by Bob Hrivnak pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2 Certification by Jeffrey Glajch pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1 Certification by Corning F.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification by Bob Hrivnak pursuant to 18 U.S.C.

32.2 Certification by Jeffrey Glajch pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Certain confidential information — identified by bracketed asterisks “[****]” — has been omitted from this exhibit pursuant to Item 601 (b)(10) of Regulation S-K because it is both (i) not material and (ii) the type that the registrant treats as private or confidential

† Management compensatory arrangement

Orion Engineered Carbons S.A

9 unchanged sentences

Painter February 23, 2023

/s/ Bob Hrivnak Interim Chief Financial Officer (Principal Financial Officer)

Bob Hrivnak February 17, 2022

/s/ Jeffrey Glajch Chief Financial Officer (Principal Financial Officer)

Jeffrey Glajch February 23, 2023

Galvin Director

14 unchanged sentences

Michel Wurth February 23, 2023

/s/ Anthony L.

Davis Director

Davis February 23, 2023

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