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The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
−Removed: Disclosure controls
−Removed: and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of January 1, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
−Removed: There were no changes in our internal control over financial reporting during the fiscal quarter ended January 2, 2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
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Our management assessed the effectiveness of our internal control over financial reporting as of January 1, 2023.
−Removed: In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework.
−Removed: Our assessment of and conclusion on the effectiveness of internal control over financial reporting excluded the internal co ntrols of Oxford Immunotec Global PLC, Nexcelom Bioscience Holdings, LLC, Immunodiagnostic Systems Holdings PLC, SIRION Biotech GmbH, Optimization Zorn Corporation, BioLegend, Inc.
−Removed: and Qognit, Inc., all of which were acquired during the fiscal year ended January 2, 2022 , which were included in our fiscal year 2021 consolidated financial st atements and represented approximately 4% of our total assets (exclusive of acquired intangible assets and goodwill) as of January 2, 2022 and 4% of our total revenues for the fiscal year ended January 2, 2022.
+Added: In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) .
Based on this assessment, our management concluded that, as of January 1, 2023, our internal control over financial reporting was effective based on those criteria.
1 unchanged sentence
This report appears below.
+Added: Changes in Internal Control Over Financial Reporting
+Added: No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended January 1, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: We have not experienced any material impact to our internal controls over financial reporting despite the fact that many of our employees are working remotely due to the COVID-19 pandemic.
+Added: We are continually monitoring and assessing the effect of the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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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 January 1, 2023 of the Company and our report dated March 1, 2023 expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Oxford Immunotec Global PLC, Nexcelom Bioscience Holdings, LLC, Immunodiagnostic Systems Holdings PLC, SIRION Biotech GmbH, Optimization Zorn Corporation, BioLegend, Inc.
−Removed: and Qognit, Inc.
−Removed: (collectively “the Acquired Entities”), all of which were acquired during the year ended January 2, 2022 and whose financial statements constitute approximately 4% of total assets (exclusive of acquired intangible assets and goodwill) and 4% of total revenues of the consolidated financial statement amounts as of and for the year ended January 2, 2022.
−Removed: Accordingly, our audit did not include the internal control over financial reporting of the Acquired Entities.
Basis for Opinion
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March 1, 2023
−Removed: Changes in Internal Control Over Financial Reporting
−Removed: No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended January 2, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: We have not experienced any material impact to our internal controls over financial reporting despite the fact that many of our employees are working remotely due to the COVID-19 pandemic.
−Removed: We are continually monitoring and assessing the effect of the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.
Other Information
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001-05075) and herein incorporated by reference.
+Added: Master Purchase and Sale Agreement, dated as of August 1, 2022, by and between PerkinElmer, Inc.
+Added: and Polaris Purchaser, L.P., filed with the Commission on August 5, 2022 as Exhibit 2.1 to our current report on Form 8-K (File No.
+Added: 001-05075) and herein incorporated by reference.
3.1 PerkinElmer, Inc.'s Restated Articles of Organization, filed with the Commission on May 11, 2007 as Exhibit 3.1 to our quarterly report on Form 10-Q (File No.
4 unchanged sentences
001-05075) and herein incorporated by reference.
−Removed: 4.2 Description of PerkinElmer, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, attached hereto as Exhibit 4.2 .
+Added: 4.2 Description of PerkinElmer, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed with the Commission on March 3, 2022 as Exhibit 4.2 to our annual report on Form 10-K (File No.
+Added: 001-05075) and herein incorporated by reference.
4.3 Indenture dated as of October 25, 2011 between PerkinElmer, Inc.
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001-05075) and herein incorporated by reference.
+Added: Exhibit Title
4.5 Paying Agency Agreement, dated July 19, 2016, among PerkinElmer, Inc., U.S.
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001-05075) and herein incorporated by reference.
−Removed: Exhibit Title
4.6 Fifth Supplemental Indenture, dated as of September 12, 2019, by and between PerkinElmer, Inc.
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001-05075)) and herein incorporated by reference.
−Removed: 10.1 Term Loan Credit Agreement, dated as of August 11, 2021, among PerkinElmer, Inc., Bank of America, N.A.
−Removed: as Administrative Agent and the Lenders party thereto, filed with the Commission on August 12, 2021 as Exhibit 99.1 to our current report on Form 8-K (File No.
−Removed: 001-05075) and herein incorporated by reference.
10.1 Credit Agreement, dated as of August 24, 2021, among PerkinElmer, Inc., PerkinElmer Health Sciences, Inc., PerkinElmer Life Sciences International Holdings, PerkinElmer Global Holdings S.à r.l.
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(8) Employment Agreement between Miriame Victor and PerkinElmer, Inc.
−Removed: dated as of January 1, 2022, attached hereto as Exhibit 10.3(8).
+Added: dated as of January 1, 2022, filed with the Commission on March 3, 2022 as Exhibit 10.3(8) to our annual report on Form 10-K (File No.
+Added: 001-05075) and herein incorporated by reference.
+Added: (9) Employment Agreement between Maxwell Krakowiak and PerkinElmer, Inc.
+Added: dated as of August 16, 2022, filed with the Commission on August 17, 2022 as Exhibit 99.1 to our current report on Form 8-K (File No.
+Added: 001-05075) and herein incorporated by reference.
10.3* PerkinElmer, Inc.'s 2009 Incentive Plan, filed with the Commission on March 12, 2014 as Appendix A to our definitive proxy statement on Schedule 14A (File No.
2 unchanged sentences
001-05075) and herein incorporated by reference.
+Added: Exhibit Title
10.5* First Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on March 1, 2011 as Exhibit 10.9 to our annual report on Form 10-K (File No.
001-05075) and herein incorporated by reference.
−Removed: Exhibit Title
+Added: 10.6* Second Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on May 10, 20 22 as Exhibit 10.1 to our quarterly report on Form 10-Q (File No.
+Added: 001-05075) and herein incorporated by reference .
10.7* PerkinElmer, Inc.
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001-05075) and herein incorporated by reference.
+Added: Exhibit Title
10.21* Form of Restricted Stock Unit Agreement (Time-based vesting) with double-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on April 1, 2020 as Exhibit 99.2 to our current report on Form 8-K (File No.
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001-05075) and herein incorporated by reference.
−Removed: Exhibit Title
10.23* Form of Restricted Stock Unit Agreement (Performance-based vesting) with double-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on May 11, 2021 as Exhibit 10.2 to our quarterly report on Form 10-Q (File No.
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(Principal Executive Officer)
−Removed: / S / J AMES M.
+Added: / S / M AXWELL K RAKOWIAK
Vice President and March 1, 2023
+Added: Maxwell Krakowiak
Chief Financial Officer
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POWER OF ATTORNEY AND SIGNATURES
−Removed: We, the undersigned officers and directors of PerkinElmer, Inc., hereby severally constitute Prahlad Singh and James M.
−Removed: Mock, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below, this Annual Report on Form 10-K and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PerkinElmer, Inc.
+Added: We, the undersigned officers and directors of PerkinElmer, Inc., hereby severally constitute Prahlad Singh and Maxwell Krakowiak, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below, this Annual Report on Form 10-K and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PerkinElmer, Inc.
to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission, hereby rectifying and confirming signed by our said attorneys, and any and all amendments thereto.
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(Principal Executive Officer)
+Added: /s/ MAXWELL KRAKOWIAK Sr.
Vice President and March 1, 2023
+Added: Maxwell Krakowiak
Chief Financial Officer
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Sylvie Grégoire, PharmD
+Added: /s/MICHELLE MCMURRY-HEATH, MD PhD Director March 1, 2023
+Added: Michelle McMurry-Heath, MD PhD
/s/ ALEXIS P.
6 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.