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Item 9A. Controls and Procedures

2024-08-09 compared with 2023-08-11 · 40 added, 16 removed, 154 unchanged (27% of the section changed)

4 unchanged sentences

Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2024.

On November 21, 2022, we completed the acquisition of MEDIFOX DAN.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company.

Based on those guidelines, our assessment of the effectiveness of our internal control over financial reporting will exclude MEDIFOX DAN's internal control over financial reporting associated with total assets of $65.0 million and total revenues of $64.5 million included in our consolidated financial statements as of and for the year ended June 30, 2023.

We are in the process of integrating MEDIFOX DAN into our system of internal control over financial reporting.

Except as noted above, 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.

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 – 9C

25 unchanged sentences

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 June 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated August 8, 2024 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired MediFox-Dan Investment GmbH during November 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2023, MediFox-Dan Investment GmbH’s internal control over financial reporting associated with total assets of $65.0 million and total revenues of $64.5 million included in the consolidated financial statements of the Company as of and for the year ended June 30, 2023.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of MediFox-Dan Investment GmbH.

Basis for Opinion

13 unchanged sentences

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

PART II Items 9 – 9C

AND SUBSIDIARIES

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

5 unchanged sentences

ITEM 9B OTHER INFORMATION

During the quarterly period ended June 30, 2023, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408(a) of Regulation S-K).

Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act and in compliance with guidelines specified by our insider trading policy.

In accordance with Rule 10b5-1 and our insider trading policy, directors, officers and certain employees who, at such time, are not in possession of material non-public information are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of our stock, including shares acquired pursuant to our equity incentive plans.

Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.

The use of these trading plans permits asset diversification as well as personal financial and tax planning.

Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with SEC rules, the terms of our insider trading policy and certain minimum holding requirements.

The following table describes any contracts, instructions or written plans for the sale or purchase of the Company’s securities and intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act that were adopted by our directors and executive officers during the quarterly periods ended June 30, 2024 and March 31, 2024, for which the plan adoptions were inadvertently omitted and further adjustments were required to the disclosure included in the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 filed with the SEC on April 26, 2024:

Name and Title Plan Action Plan Adoption Date Scheduled Expiration Date of Rule 10b5-1 Trading Plan (1)

Aggregate Number of Securities to Be Sold (Up to)

Chief Executive Officer

Adoption January 31, 2024 November 15, 2024 102,781

Adoption February 2, 2024 November 12, 2024 1,156

Chief Financial Officer

Adoption February 6, 2024 April 30, 2025 24,000

Kaushik Ghoshal

Chief Commercial Officer, SaaS

April 29, 2024 November 14, 2025 19,260

Global General Counsel and Secretary

May 11, 2024 April 1, 2025 1,292

Chair Emeritus

May 28, 2024 September 2, 2025 24,000

(1) A trading plan may also expire on such earlier date that all transactions under the trading plan are completed.

During the quarterly period ended June 30, 2024, none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (each term as defined in Item 408 of Regulation S-K).

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

24 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)

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)

3.2 Eight h Amended and Restated Bylaws of ResMed Inc., a Delaware Corporation (as Approved and Adopted by Board Resolution No vember 17, 2023 ) .

(Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 8-K filed on November 20, 2023 )

4.1 Form of certificate evidencing shares of Common Stock.

1 unchanged sentence

33-91094) declared effective on June 1, 1995)

4.2 Description of ResMed Inc.’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.2 to the Registrant’s Report on Form 10-K filed on August 13, 2020)

4.2 Description of ResMed Inc.’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 .

10.1* Form of Indemnification Agreements for our directors and officers.

7 unchanged sentences

(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.

10.5* Amended and Restated 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)

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

1 unchanged sentence

10.7* Form of Stock Option Grant for Executive Officers.

(Incorporated by reference to Exhibit 10.

7 to the Registrant’s Report on Form 10-K filed on August 1 1 , 202 3 )

10.8* Form of Stock Option Grant for Directors.

1 unchanged sentence

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

(Incorporated by reference to Exhibit 10.

9 to the Registrant’s Report on Form 10-K filed on August 11, 2023)

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

(Incorporated by reference to Exhibit 10.

1 to the Registrant’s Report on Form 10- Q filed on January 25, 2024 )

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

(Incorporated by reference to Exhibit 10.

10 to the Registrant’s Report on Form 10-K filed on August 11, 2023)

10.12 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.

2 unchanged sentences

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

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)

PART IV Items 15 – 16

AND SUBSIDIARIES

10.14 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)

10.15 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.

6 unchanged sentences

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

19 Insider Trading Policy and Guidelines .

21.1 Subsidiaries of the Registrant.

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 Compensation Recovery Policy.

101 The following materials from ResMed Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 formatted in Inline XBRL (Inline Extensible Business Reporting Language):

33 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