What changed in this filing

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Item 9A. Controls and Procedures

2022-08-12 compared with 2021-08-17 · 41 added, 44 removed, 117 unchanged (42% of the section changed)

5 unchanged sentences

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II Items 9 – 9B

AND SUBSIDIARIES

10 unchanged sentences

In making this assessment, management used the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.

Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting.

Management reviewed the results of its assessment with the audit committee of our board of directors.

2 unchanged sentences

included in this report, has issued an attestation report on the effectiveness of internal control over financial reporting.

PART II Items 9 – 9B

AND SUBSIDIARIES

1 unchanged sentence

To the Stockholders and Board of Directors

‎ ResMed Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited ResMed Inc.

and subsidiaries'

(the Company) internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2022, 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 June 30, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

19 unchanged sentences

August 11, 2022

PART II Items 9 – 9B

AND SUBSIDIARIES

ITEM 9B OTHER INFORMATION

Items 10 – 14

PART III Items 10 – 14

AND SUBSIDIARIES

2 unchanged sentences

We have filed as exhibits to this report for the year ended June 30, 2022, the certifications of our chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

Code of Conduct

We have adopted a Code of Business Conduct & Ethics that applies to our board of directors and all of our employees, including our chief executive officer and principal financial officer.

Our code of conduct is available at our website by visiting https://investor.resmed.com/ and clicking through “Investors,” “Corporate Governance,” “Corporate Governance Documents,” and “Code of Conduct -English.” When required by the rules of the NYSE, or the Securities and Exchange Commission, or SEC, we will disclose any future amendment to, or waiver of, any provision of the code of conduct for our chief executive officer and principal financial officer or any member or members of our board of directors on our website within four business days following the date of such amendment or waiver

ITEM 11 EXECUTIVE COMPENSATION

6 unchanged sentences

Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, 2022.

Items 15 – 16

PART IV Items 15 – 16

AND SUBSIDIARIES

1 unchanged sentence

The following documents are filed as part of this report:

Consolidated Financial Statements and Schedules – The index to our consolidated financial statements and schedules are set forth in the “Index to Consolidated Financial Statements” under Item 8 of this report.

Exhibit Lists

(a) Consolidated Financial Statements and Schedules – The index to our consolidated financial statements and schedules are set forth in the “Index to Consolidated Financial Statements” under Item 8 of this report.

(b) Exhibit Lists

2.1 Agreement and Plan of Merger, dated November 5, 2018, by and among ResMed Operations Inc., Evolved Sub, Inc., ResMed Inc., OPEL GI Holdings Limited, in its capacity as the agent acting on behalf of the holders of common stock of MatrixCare Holdings, Inc., and MatrixCare Holdings, Inc.

2 unchanged sentences

(Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2013)

Sixth Amended and Restated Bylaws of ResMed Inc.

(Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 8-K filed on February 26, 2020)

3.2 Seventh Amended and Restated Bylaws of ResMed Inc., a Delaware Corporation (as Approved and Adopted by Board Resolution September 10, 2021) (Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 8-K filed on September 13, 2021)

4.1 Form of certificate evidencing shares of Common Stock.

7 unchanged sentences

10.3* Updated Form of Executive Agreement.

(Incorporated by reference to Exhibit 99.1 to the Registrant’s Report on Form 8-K filed on July 2, 2012)

10.4* Amendment and Restatement to the ResMed Inc.

1 unchanged sentence

(Incorporated by reference to Appendix B of ResMed Inc.’s Proxy Statement filed with the Securities and Exchange Commission on September 25, 2017)

10.5* ResMed Inc.

Deferred Compensation Plan.

(Incorporated by reference to Exhibit 4.4 to the Registrant’s Report on Form S-8 filed on May 21, 2021)

Form of Restricted Stock Unit Award Agreement for Executive Officers.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 3, 2011)

10.6* Form of Restricted Stock Unit Award Agreement for Directors.

(Incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 3, 2011)

10.7* Form of Stock Option Grant for Executive Officers.

(Incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 3, 2011)

10.8* Form of Stock Option Grant for Directors.

(Incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 3, 2011)

10.9* Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers.

10.10* Form of Executive Restricted Stock Unit Award Agreement for Executive Officers.

Amended and Restated Credit Agreement dated as of April 17, 2018, by and among ResMed Inc., as borrower, each of the lenders identified on the Revolving Credit Agreement’s signature pages as a lender, MUFG Union Bank, N.A., as administrative agent, joint lead arranger, joint book runner, swing line lender and l/c issuer, and Westpac Banking Corporation, as syndication agent, joint lead arranger and joint book runner.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on April 19, 2018)

Amended and Restated Unconditional Guaranty dated as of April 17, 2018, by each of the guarantors identified on the Revolving Facility Guaranty’s signature pages as a guarantor, in favor of MUFG Union Bank, N.A., in its capacity as administrative agent under the Revolving Credit Agreement.

(Incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K filed on April 19, 2018)

Syndicated Facility Agreement, dated as of April 17, 2018, by and among ResMed Limited, as borrower, the other parties party thereto, each of the lenders identified on the Term Credit Agreement’s signature pages as a lender, MUFG Union Bank, N.A., as administrative agent, joint lead arranger and joint book runner, and Westpac Banking Corporation, as syndication agent, joint lead arranger and joint book runner .

(Incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 8-K filed on April 19, 2018)

Items 15 – 16

10.11 Second Amended and Restated Credit Agreement dated as of June 29, 2022, by and among ResMed Inc., as borrower, MUFG Union Bank, N.A., as administrative agent, joint lead arranger, sole book runner, swing line lender and letter of credit issuer, Westpac Banking Corporation, as syndication agent and joint lead arranger, HSBC Bank Australia Limited, as syndication agent and joint lead arranger, HSBC Bank USA, National Association, as syndication agent and joint lead arranger, Wells Fargo Bank, National Association, as documentation agent, and each of the lenders identified therein .

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on June 29, 2022)

10.12 Second Amended and Restated Unconditional Guaranty dated as of June 29, 2022, by each of the Revolving Facility Guarantors, in favor of MUFG Union Bank, N.A., in its capacity as administrative agent under the Revolving Credit Agreement.

(Incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K filed on June 29, 2022)

PART IV Items 15 – 16

AND SUBSIDIARIES

10.13 Second Amendment to Syndicated Facility Agreement and First Amendment to Unconditional Guaranty Agreement, dated as of June 29, 2022, by and among ResMed Pty Limited, as borrower, ResMed, Inc., the other parties party thereto, and MUFG Union Bank, N.A., as administrative agent.

(Incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 8-K filed on June 29, 2022 )

10.14 Unconditional Guaranty dated as of April 17, 2018, by each of the guarantors identified on the Term Facility Guaranty’s signature pages as a guarantor, in favor of MUFG Union Bank, N.A., in its capacity as administrative agent under the Term Credit Agreement.

(Incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 8-K filed on April 19, 2018).

First Amendment to Amended and Restated Credit Agreement, dated November 5, 2018, by and among ResMed Inc., as borrower, each of the lenders identified in the First Amendment, MUFG Union Bank, N.A., as administrative agent, joint lead arranger, joint book runner, swing line lender and letter of credit issuer, and Westpac Banking Corporation, as syndication agent, joint lead arranger and joint book runner.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on November 8, 2018)

10.15 The ResMed Inc.

4 unchanged sentences

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on July 15, 2019)

10.17 Separation Agreement and General Release of Claims, dated September 29, 2021, by and between Rajwant Sodhi and ResMed Inc., including Consulting Agreement, as Exhibit A, effective as of September 2, 2021.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on January 27, 2022)

21.1 Subsidiaries of the Registrant.

7 unchanged sentences

ITEM 16 FORM 10-K SUMMARY

PART IV Signatures

AND SUBSIDIARIES

4 unchanged sentences

(Principal Executive Officer)

PART IV Signatures

AND SUBSIDIARIES

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.

SIGNATURE TITLE DATE

/S/ MICHAEL J.

Chief executive officer and director

August 16, 2021

(Principal Executive Officer)

Chief financial officer

August 16, 2021

(Principal Financial Officer and

FARRELL Chief executive officer and director August 11, 2022

Farrell (Principal Executive Officer)

SANDERCOCK Chief financial officer August 11, 2022

Sandercock (Principal Financial Officer and

Principal Accounting Officer)

Non-executive chairman

August 16, 2021

/S/ HARJIT GILL

August 16, 2021

/S/ JAN De WITTE

August 16, 2021

/S/ KAREN DREXLER

August 16, 2021

FARRELL Non-executive chairman August 11, 2022

BURT Director August 11, 2022

/S/ JAN De WITTE Director August 11, 2022

/S/ KAREN DREXLER Director August 11, 2022

Karen Drexler

/S/ RICHARD SULPIZIO

August 16, 2021

/S/ HARJIT GILL Director August 11, 2022

/S/ JOHN HERNANDEZ Director August 11, 2022

John Hernandez

/S/ RICHARD SULPIZIO Director August 11, 2022

Richard Sulpizio

/S/ RON TAYLOR

August 16, 2021

/S/ DESNEY TAN Director August 11, 2022

/S/ RON TAYLOR Director August 11, 2022

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