What changed in this filing

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Item 9A. Controls and Procedures

2024-12-19 compared with 2023-12-26 · 42 added, 52 removed, 170 unchanged (36% of the section changed)

29 unchanged sentences

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Photronics, Inc.

(the “Company”) as of October 31, 2023, based on criteria established

in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the

Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2023 , based on criteria established in Internal Control —

Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the

consolidated financial statements as of and for the year ended October 31, 2023 , of the Company and our report dated December 22, 2023, expressed an unqualified opinion on those

financial statements.

We have audited the internal control over financial reporting of Photronics, Inc., and subsidiaries (the “Company”) as of October 31, 2024, based on

criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended October 31, 2024, of

the Company and our report dated December 18, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

29 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information as to Directors required by Items 401, 405 and 407(c)(3)(d)(4) and (d)(5) of Regulation S-K is set forth in our 2023 Definitive Proxy Statement which will be filed with the Securities and Exchange

Commission pursuant to Regulation 14A of the Exchange Act within 120 days after the end of the fiscal year covered by this Form 10-K under the caption “PROPOSAL 1 - ELECTION OF DIRECTORS,” “DELINQUENT SECTION 16(A) REPORTS” and in the third

paragraph under the caption “MEETINGS AND COMMITTEES OF THE BOARD”, and is incorporated in this report by reference.

The information as to Executive Officers is included in our 2023 Definitive Proxy Statement under the caption “EXECUTIVE OFFICERS”

and is incorporated in this report by reference.

The information as to Directors required by Items 401, 405 and 407(c)(3)(d)(4) and (d)(5) of Regulation S-K is set forth in our 2024 Definitive Proxy Statement which will be filed with the Securities and

Exchange Commission pursuant to Regulation 14A of the Exchange Act within 120 days after the end of the fiscal year covered by this Form 10-K under the caption “PROPOSAL 1 - ELECTION OF DIRECTORS,” “DELINQUENT SECTION 16(A) REPORTS” and

in the third paragraph under the caption “MEETINGS AND COMMITTEES OF THE BOARD”, and is incorporated in this report by reference.

The information as to Executive Officers is included in our 2024 Definitive Proxy Statement under the

caption “EXECUTIVE OFFICERS” and is incorporated in this report by reference.

We have adopted a code of ethics that applies to our principal executive officer, chief financial officer or principal financial officer and principal accounting officer.

A copy of the code of ethics may be obtained,

free of charge, by writing to the executive vice president, general counsel of Photronics, Inc.

A copy of the code of ethics may be

obtained, free of charge, by writing to the Vice President, General Counsel, and Corporate Secretary of Photronics, Inc.

at 15 Secor Road, Brookfield, Connecticut 06804.

EXECUTIVE COMPENSATION

The information required by Item 402 of Regulation S-K and paragraph (e)(4) and (e)(5) of Item 407 is set forth in our 2023 Definitive Proxy Statement under the captions “EXECUTIVE COMPENSATION”, “CERTAIN AGREEMENTS”,

“DIRECTORS' COMPENSATION”, “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION” and “COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION”, respectively, and is incorporated in this report by reference.

The information required by Item 402 of Regulation S-K and paragraph (e)(4) and (e)(5) of Item 407 is set forth in our 2024 Definitive Proxy Statement under the captions “EXECUTIVE COMPENSATION”, “CERTAIN

AGREEMENTS”, “DIRECTORS’ COMPENSATION”, “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION” and “COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION”, respectively, and is incorporated in this report by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 201(d) of Regulation S-K is set forth in our 2024 Definitive Proxy Statement under the caption “EQUITY COMPENSATION PLAN INFORMATION” and is incorporated in this report by reference.

The information required by Item 403 of Regulation S-K is set forth in our 2024 Definitive Proxy Statement under the caption “OWNERSHIP OF COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS”, and is incorporated in this report by

incorporated in this report by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Items 404 and Item 407(a) of Regulation S-K is set forth in our 2023 Definitive Proxy Statement under the captions “MEETINGS AND COMMITTEES OF THE BOARD” and “RELATED PARTY TRANSACTIONS”,

respectively, and is incorporated in this report by reference.

The information required by Items 404 and Item 407(a) of Regulation S-K is set forth in our 2024 Definitive Proxy Statement under the captions “MEETINGS AND COMMITTEES OF THE BOARD” and “RELATED PARTY

TRANSACTIONS”, respectively, and is incorporated in this report by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 9(e) of Rule 14a-101 of the Exchange Act is set forth in our 2024 Definitive Proxy Statement under the captions “Independent Registered Public Accounting Firm Fees” and “AUDIT COMMITTEE

REPORT”, and is incorporated in this report by reference.

“AUDIT COMMITTEE REPORT”, and is incorporated in this report by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

35 unchanged sentences

Fourth Amended and Restated Credit Agreement dated as of September 27, 2018, among Photronics, Inc.

the Foreign Subsidiary Borrower Party Thereto, the Lender Party

Thereto, JPMorgan Chase Bank, N.A.

as Administrative and Collateral Agent and Bank of America, N.A.

the Foreign Subsidiary Borrower Party Thereto, the Lender Party Thereto, JPMorgan Chase Bank, N.A.

as Administrative and

Collateral Agent and Bank of America, N.A.

as syndication agent

Third Amended and Restated Security Agreement entered into as of September 27, 2018, by and among Photronics, Inc., the subsidiaries of the Company and JPMorgan

Chase Bank N.A

Third Amended and Restated Security Agreement entered into as of September 27, 2018, by and among Photronics, Inc., the subsidiaries of the Company and JPMorgan Chase Bank N.A

Fixed Asset Loan Agreement between Photronics DNP Mask Corporation Xiamen and Industrial and Commercial Bank China Limited Xiamen Xiang’an Branch

Working Capital Loan Agreement between Industrial and Commercial Bureau China Limited Xiamen Xiang’an Branch and Photronics DNP Mask Corporation Xiamen effective as

of November 7, 2018

Working Capital Loan Agreement between Industrial and Commercial Bureau China Limited Xiamen Xiang’an Branch and Photronics DNP Mask Corporation Xiamen effective as of November 7, 2018

Investment Agreement between Xiamen Torch Hi-Tech Industrial Development Zone Management Committee and Photronics Singapore Pte.

2 unchanged sentences

Amendment No.

2 to the Investment Agreement between Xiamen Torch Hi-Tech Industrial Development Zone, People’s Government of Xiang’an Xiamen, Photronics Singapore

Ltd., DNP Asia Pacific Pte and Xiamen American Japan Photronics Mask Co., Ltd.

2 to the Investment Agreement between Xiamen Torch Hi-Tech Industrial Development Zone, People’s Government of Xiang’an Xiamen, Photronics Singapore Pte.

DNP Asia Pacific Pte and Xiamen American Japan Photronics Mask Co., Ltd.

Amendment No.

3 to the Investment Agreement between Xiamen Torch Hi-Tech Industrial Development Zone, People’s Government of Xiang’an Xiamen,

Photronics Singapore Pte.

Ltd., DNP Asia Pacific Pte and Xiamen American Japan Photronics Mask Co., Ltd.

3 to the Investment Agreement between Xiamen Torch Hi-Tech Industrial Development Zone, People’s Government of Xiang’an Xiamen, Photronics Singapore Pte.

Ltd., DNP Asia Pacific Pte and Xiamen American Japan

Photronics Mask Co., Ltd.

Joint Venture Operating Agreement dated May 16, 2017, among Photronics, Photronics Singapore, DNP, and DNP Asia Pacific

5 unchanged sentences

Fixed Asset Loan Contract dated October 1, 2020, between Hefei Photronics Mask Corporation and China Construction Bank Corporation

Maximum Mortgage Contract dated October 1, 2020 between Photronics Mask Corporation Hefei and China Construction Bank Corporation Hefei Shushan

Maximum Mortgage Contract dated October 1, 2020 between Photronics Mask Corporation Hefei and China Construction Bank Corporation Hefei Shushan Branch

Separation Agreement and General Release between Photronics, Inc.

and John Jordan dated February 23, 2024

Separation Agreement, General Release, and Consulting Agreement, dated September 30, 2024 between Photronics Inc, and Richelle Burr

Insider Trading Policy

1 unchanged sentence

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

15 unchanged sentences

The Company will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired.

All requests should be addressed to the Company's general counsel at the address of the

Company's principal executive offices.

All requests should be addressed to the Company’s Vice President, General

Counsel and Corporate Secretary at the address of the Company’s principal executive offices.

FORM 10-K SUMMARY

4 unchanged sentences

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

Vice President, Corporate Controller

(Principal Accounting Officer)

December 22, 2023

(Principal Financial Officer / Principal Accounting Officer)

December 18, 2024

4 unchanged sentences

(Principal Executive Officer)

December 22, 2023

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

/s/ Eric Rivera

December 18, 2024

Vice President, Corporate Controller

(Principal Accounting Officer)

Executive Vice President, Chief Financial Officer

(Principal Financial Officer / Principal Accounting Officer)

/s/ Constantine S.

17 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.

What changed 10-K

Item 9A. Controls and Procedures