7 unchanged sentences
The framework on which such evaluation was based is contained in the report entitled “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the “COSO Report”).
−Removed: Management's assessment and conclusion on the effectiveness of internal controls over financial reporting did not include the internal controls of Charter or Southern Fasteners, which collectively constituted approximately 2% of total assets as of December 31, 2022 and 1% of total revenues for the year then ended.
Based upon the evaluation described above under the framework contained in the COSO Report, our management has concluded that our internal control over financial reporting was effective as of December 31, 2023.
Ernst & Young LLP, our independent registered public accounting firm, who audited the consolidated financial statements of the Company for the year ended December 31, 2023, also audited the effectiveness of the Company’s internal control over financial reporting.
−Removed: Their report is set forth on pages 39 - 40 of this Annual Report on Form 10-K and is incorporated by reference into this Item 9A.
+Added: Their report is set forth on page 38 of this Annual Report on Form 10-K and is incorporated by reference into this Item 9A.
Changes in internal control over financial reporting
1 unchanged sentence
Other Information
+Added: During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
7 unchanged sentences
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required under this item is incorporated herein by reference from the material contained under the captions “Principal Shareholders” and “Equity Compensation Plan Information” in the Proxy Statement.
+Added: The information required by Item 403 of Regulation S-K is incorporated herein by reference from the material contained under the captions “Principal Shareholders” in the Proxy Statement.
+Added: Information required by Item 201(d) of Regulation S-K can be found below.
+Added: The following table provides information about our common stock that may be issued under our equity compensation plan as of December 31, 2023.
+Added: Equity Compensation Plan Information
+Added: Plan Category Number of securities to be issued upon exercise price of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
+Added: Equity compensation plans approved by security holders (1) — $ — 478,338
+Added: Equity compensation plans not approved by security holders — — —
+Added: Total — $ — 478,338
+Added: (1) Includes our 2023 Equity and Incentive Compensation Plan
Certain Relationships and Related Transactions, and Director Independence
8 unchanged sentences
Consolidated Statements of Operations — Years Ended December 31, 2023, 2022 and 2021
−Removed: Consolidated Statements of Comprehensive (Loss) Income — Years Ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Comprehensive Income (Loss) — Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2023, 2022 and 2021
65 unchanged sentences
000-03134 and incorporated herein by reference and made a part hereof).
+Added: 4.10 Consent and Amendment No.
+Added: 8 to the Seventh Amended and Restated Credit Agreement, dated September 13, 2023, among Park-Ohio Industries, Inc., RB&W Corporation of Canada, the European Borrowers (as defined therein) party thereto, the other Loan Parties (as defined therein), the Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J.P.
+Added: Morgan Europe Limited, as European agent and J.P.
+Added: Morgan Securities Inc., as sole lead arranger and bookrunning manager (filed as Exhibit 4.1 to Form 8-K of Park-Ohio Holdings Corp.
+Added: filed on September 18, 2023, SEC File No.
+Added: 000-03134 and incorporated herein by reference).
4.11 Description of Common Stock (filed as Exhibit 4.3 to the Form 10-K of Park-Ohio Holdings Corp.
9 unchanged sentences
333-225915 and incorporated by reference and made a part hereof)
+Added: 10.4* 2021 Equity and Incentive Compensation Plan (Amended and Restated Effective May 17, 2023) (filed as Exhibit 4.3 to Form S-8 of Park-Ohio Holdings Corp., filed on May 18, 2023, SEC File No.
+Added: 333-272137 and incorporated by reference and made a part hereof)
10.5* Form of Restricted Share Agreement between the Company and each non-employee director (filed as Exhibit 10.1 to Form 8-K of Park-Ohio Holdings Corp., filed on January 25, 2005, SEC File No.
33 unchanged sentences
32.1 Certification requirement under Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97.1 Policy relating to recovery of erroneously awarded compensation
101.INS Inline XBRL Instance Document
31 unchanged sentences
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.