What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-06-06 compared with 2023-06-06 · 31 added, 16 removed, 169 unchanged (22% of the section changed)

20 unchanged sentences

Other Information

During the three months ended March 31, 2024, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

8 unchanged sentences

Landsberg 56 Executive Vice President - Chief Financial Officer

Purvis 61 Executive Vice President - Business Services

Fernanda Goncalves 43 Senior Vice President - Chief Human Resources

Burmeister 47 Executive Vice President - Chief Operating Officer

Purvis 62 Executive Vice President - Global Business & Information Services

Styons 42 Executive Vice President - Business Strategy & Sales

Fernanda Goncalves 44 Senior Vice President - Chief Human Resources Officer

55 Senior Vice President - Chief Legal Officer and Secretary

6 unchanged sentences

Landsberg served from February 2017 as Global Chief Financial Officer of EOS Products, a global cosmetic and beauty company.

Purvis has served as Executive Vice President - Business Services since August 2020, having previously served as Executive Vice President - Business Services of Old Pyxus since February 2019, Senior Vice President - Business Services of Old Pyxus from September 2018 through January 2019, Vice President - Global Information Services of Old Pyxus from January 2011 through August 2018, Vice President - Chief Application Architect of Old Pyxus from April 2009 through December 2010, and Vice President - Chief Technology Officer of Old Pyxus from May 2005 through March 2009.

Burmeister has served as Executive Vice President - Chief Operating Officer since September 2023, with over 27 years of prior multinational management and operating experience with the Company’s leaf tobacco subsidiary, Alliance One International, LLC ("AOI"), and its subsidiaries and predecessors.

He has served as Regional Director, Europe, Middle East & Africa from September 2020 to September 2023 and before that served as Managing Director, Turkey and Regional Director, Europe from October 2015.

He served as Managing Director of AOI’s Bulgarian subsidiary from January 2010, having previously served as that subsidiary’s Sales Director from 2008.

Before that, Mr.

Burmeister served in positions of increasing responsibility with subsidiaries of AOI’s predecessor in Zimbabwe and Kyrgyzstan, beginning his career in 1996 with a subsidiary in Zimbabwe as a leaf buyer.

Purvis has served as Executive Vice President - Global Business & Information Services since August 2020, having previously served as Executive Vice President - Business Services of Old Pyxus since February 2019, Senior Vice President - Business Services of Old Pyxus from September 2018 through January 2019, Vice President - Global Information Services of

Old Pyxus from January 2011 through August 2018, Vice President - Chief Application Architect of Old Pyxus from April 2009 through December 2010, and Vice President - Chief Technology Officer of Old Pyxus from May 2005 through March 2009.

Styons has had an 18-year multifaceted career with the Company and its predecessors.

Prior to his appointment as Executive Vice President - Business Strategy & Sales in September 2023, he served as Vice President, Corporate Finance and Business Development of the Company since May 2021 and as Senior Vice President and Chief Financial Officer of AOI since September 2020, after having served as Regional Financial Director, North & Central America of the Company’s predecessor since February 2017.

Before that, Mr.

Styons served in positions of increasing responsibility in finance with the Company’s predecessor, including FP&A, Risk Management, Treasury and Corporate Audit.

Ferna nda Goncalves has served as Senior Vice President - Chief Human Resources Officer since January 2023, having previously served as the Head of Global Human Resources at Red Hat, an IBM subsidiary, from July 2021 to December 2022.

4 unchanged sentences

(then named Pyxus International, Inc.) ("Old Pyxus") and its then subsidiaries Alliance One International, LLC, Alliance One North America, LLC, Alliance One Specialty Products, LLC and GSP Properties, LLC (collectively, the "Debtors") filed voluntary petitions (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code with the Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") to implement a prepackaged Chapter 11 plan of reorganization to effectuate a financial restructuring of Old Pyxus’ secured debt.

On August 21, 2020, the

Bankruptcy Court issued an order (the "Confirmation Order") confirming the Amended Joint Prepackaged Chapter 11 Plan of Reorganization (the "Plan") filed by the Debtors in the Chapter 11 Cases.

On August 21, 2020, the Bankruptcy Court issued an order (the "Confirmation Order") confirming the Amended Joint Prepackaged Chapter 11 Plan of Reorganization (the "Plan") filed by the Debtors in the Chapter 11 Cases.

On August 24, 2020, the Plan became effective in accordance with its terms, and the Debtors emerged from the Chapter 11 Cases.

21 unchanged sentences

Equity Compensation Plans Approved by Security Holders 1,840,065 — 1,379,935

— 312,748 (2)

Equity Compensation Plans Not Approved by Security Holders (2)

1,840,065 — 1,379,935

— 312,748 (2)

(1) On November 18, 2020, the Board of Directors of the Company adopted the Pyxus International, Inc.

2020 Incentive Plan (the "Incentive Plan"), which was approved at the 2021 annual meeting of shareholders on August 19, 2021.

2020 Incentive Plan (as amended, the "Incentive Plan") which initially authorized the issuance of 2,200,000 shares of the Company's common stock pursuant to awards thereunder and which was approved at the 2021 annual meeting of shareholders on August 19, 2021.

On March 21, 2024, the Board of Directors amended and restated the Incentive Plan to increase the number of shares of the Company's common stock that may be issued thereunder to 3,220,000.

The Incentive Plan permits the grant of options, stock appreciation rights (or SARs), stock awards, stock unit awards, performance share awards, and incentive awards.

The number of shares of the Company’s common stock eligible to be issued under the Incentive Plan is 2,200,000 shares.

(2) The awards outstanding on March 31, 2024 under the Incentive Plan are restricted stock units and performance-based restricted stock units awarded to employees and stock units awarded to non-employee directors.

2 unchanged sentences

The amounts presented in the table assume the number of shares to be issued upon vesting of the performance-based restricted stock units based on the maximum level of performance.

On May 10, 2024, the performance-based restricted stock units granted under the Incentive Plan that were outstanding at March 31, 2024 were terminated upon certification that actual performance for the three-year period ended March 31, 2024 was below the threshold level for the issuance of any shares with respect to such restricted stock units.

Accordingly, as a result of such termination and as provided by the terms of the Incentive Plan, the 883,800 shares reserved for issuance at the maximum performance level included in the amount presented in column (a) with respect to such performance-based restricted stock units became available for issuance under future awards under the Incentive Plan.

(3) The awards outstanding as of March 31, 2024 under the Incentive Plan do not have an exercise price.

9 unchanged sentences

Financial Statements and Supplementary Data:

• Consolidated Statements of Operations - Years ended March 31, 2023 and March 31, 2022

• Consolidated Statements of Comprehensive Loss - Years ended March 31, 2023 and March 31, 2022

• Consolidated Statements of Operations - Years ended March 31, 2024, 2023, and 2022

• Consolidated Statements of Comprehensive Income (Loss) - Years ended March 31, 2024, 2023, and 2022

• Consolidated Balance Sheets - March 31, 2024 and 2023

• Consolidated Statements of Stockholders' Equity - Years ended March 31, 2023 and March 31, 2022

• Consolidated Statements of Cash Flows - Years ended March 31, 2023 and March 31, 2022

• Consolidated Statements of Stockholders' Equity - Years ended March 31, 2024, 2023, and 2022

• Consolidated Statements of Cash Flows - Years ended March 31, 2024, 2023, and 2022

• Notes to Consolidated Financial Statements

17 unchanged sentences

Limited Consent and Amendment to ABL Credit Agreement, dated as of January 5, 2023, by and among Pyxus Holdings, Inc., the other borrowers and guarantors party thereto, the several lenders party thereto and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on February 10, 2023 (File No.

Second Amendment to ABL Credit Agreement dated as of May 23, 2023 by and among Pyxus Holdings, Inc., the other borrowers and guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on May 30, 2023 (File No.

Third Amendment to the ABL Credit Agreement dated as of October 24, 2023 by and among Pyxus Holdings, Inc., the other borrowers and guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.01 to the registrant's Quarterly Report on Form 10-Q for the period ended December 31, 2023 (File No.

Amended and Restated ABL Intercreditor Agreement, dated as of February 6, 2023, among Pyxus Holdings, Inc., the guarantors party thereto, PNC Bank, National Association, as ABL Agent, Alter Domus (US) LLC, as Pyxus Term Loan Administrative Agent, Intabex Term Loan Administrative Agent and Senior Collateral Agent, and Wilmington Trust, National Association, as Senior Notes Trustee, incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on February 10, 2023 (File No.

9 unchanged sentences

Pyxus International, Inc.

2020 Incentive Plan, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on November 20, 2020 (File No.

Amended and Restated 2020 Incentive Plan, incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on March 25, 2024 (File No.

Form of Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.09 to the registrant’s Annual report on Form 10-K for the fiscal year ended March 31, 2021 (File No.

10 unchanged sentences

Form of Indemnification Agreement entered into by Pyxus International, Inc.

with each of Robert George, Carl Hausmann, Cynthia Moehring, J.

with each of Robert George, Cynthia Moehring, J.

Pieter Sikkel, Richard Topping, John Alphin, and Patrick Bartels, incorporated by reference to Exhibit 10.01 to the registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2020, filed on February 9, 2021 (File No.

Employment Contract dated as of December 30, 2019 between Alliance One International Services Limited and Scott Anthony Burmeister, with modifications dated as of August 31, 2020 and September 12, 2023.

List of subsidiaries (filed herewith).

33 unchanged sentences

Garofolo /s/ Cynthia P.

Vice President - Chief Accounting Officer

Senior Vice President Finance and Chief Accounting Officer

(Principal Accounting Officer) Cynthia P.

2 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