What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2022-02-17 compared with 2021-02-19 · 40 added, 33 removed, 35 unchanged (68% of the section changed)

LEGAL PROCEEDINGS

As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, on July 1, 2020, the Company was notified by the California Department of Pesticide Regulation (“DPR”), alleging that the Company engaged in the delivery and/or sale of misbranded and/or unregistered pesticides in violation of the California Food and Agricultural Code.

DPR offered to settle the allegations for approximately $134,000.

Subsequently, the Company provided DPR with information in support of a reduction of the settlement amount.

On December 31, 2020, the Company and DPR reached a final settlement to resolve the matter, pursuant to which the Company agreed to pay a penalty of $90,401.

The Securities and Exchange Commission regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed a specified threshold.

Pursuant to recent Securities and Exchange Commission amendments to this requirement that were not in effect prior to the filing of the Company’s most recent Quarterly Report on Form 10-Q, the Company will be using a threshold of $1 million for such proceedings.

Applying this threshold, there are no new environmental matters to disclose for this period.

For information regarding certain other environmental-related matters and other legal proceedings, see the information included under the captions titled “Other Long-Term Liabilities” and “Litigation” of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1, 9, 10 and 18 to the “Notes to Consolidated Financial Statements” in Item 8.

Securities and Exchange Commission regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed a specified threshold.

Pursuant to these regulations, the Company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.

For information regarding certain environmental-related matters and other legal proceedings, see the information included under the captions titled “Other Long-Term Liabilities” and “Litigation” of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1, 9, 10 and 18 to the “Notes to Consolidated Financial Statements” in Item 8.

The information contained in Note 10 to the Consolidated Financial Statements is incorporated herein by reference.

2 unchanged sentences

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following is the name, age and present position of each of our executive officers and all persons chosen to become executive officers, as well as all prior positions held by each person during the last five years.

The following is the name, age and position of each of our executive officers and all persons chosen to become executive officers, as well as all prior positions held by each person during the last five years.

Executive officers are generally elected annually by the Board of Directors and hold office until their successors are elected and qualified or until their earlier death, resignation or removal.

Name Age Present Position

Name Age Position

Morikis 58 Chairman and Chief Executive Officer, Director

Sewell 52 President and Chief Operating Officer

Petz 47 President and Chief Operating Officer

Mistysyn 53 Senior Vice President - Finance and Chief Financial Officer

3 unchanged sentences

Jaye 55 Senior Vice President - Investor Relations and Corporate Communications

Young 45 Vice President - Corporate Strategy and Development

Binns 45 President, Performance Coatings Group

Ippolito 56 President, The Americas Group

Padden 49 President, Consumer Brands Group

Young 46 Senior Vice President - Corporate Strategy and Development

Binns 46 President, The Americas Group

Jorgenrud 45 President, Performance Coatings Group

Rea 47 President, Consumer Brands Group

Sladek 51 President & General Manager, Global Supply Chain Division, Consumer Brands Group

Morikis has served as Chairman since January 2017 and Chief Executive Officer since January 2016.

Morikis has served as Chairman since January 2017, President since March 2021, and Chief Executive Officer since January 2016.

Morikis served as President from October 2006 to March 2019 and Chief Operating Officer from October 2006 to January 2016.

Morikis has served as a Director since October 2015 and has been employed with the Company since December 1984.

Sewell has served as President and Chief Operating Officer since March 2019.

Sewell served as President, Performance Coatings Group from August 2014 to March 2019.

Sewell has been employed with the Company since February 2007.

Effective March 1, 2022, Mr.

Morikis will serve as Chairman and Chief Executive Officer.

Petz has served as President, The Americas Group since March 2021.

Petz served as Senior Vice President, Marketing, The Americas Group from November 2020 to March 2021 and President, Consumer Brands Group from September 2020 to November 2020.

Also within the Consumer Brands Group, Ms.

Petz served as President & General Manager, Retail North America from March 2019 to September 2020 and Senior Vice President, Marketing from June 2017 to March 2019.

Prior to joining the Company in connection with the Valspar acquisition, Ms.

Petz served as Vice President of Marketing, Consumer Business of Valspar from June 2013 to June 2017.

Petz has been employed with the Company since June 2017.

Effective March 1, 2022, Ms.

Petz will serve as President and Chief Operating Officer.

Mistysyn has served as Senior Vice President - Finance and Chief Financial Officer since January 2017.

Mistysyn served as Senior Vice President - Finance from October 2016 to January 2017 and Senior Vice President - Corporate Controller from October 2014 to October 2016.

Mistysyn has been employed with the Company since June 1990.

Cronin has served as Senior Vice President - Corporate Controller since October 2016.

Cronin served as Vice President - Corporate Audit and Loss Prevention from September 2013 to October 2016.

Cronin has been employed with the Company since September 1989.

3 unchanged sentences

Gilligan has served as Senior Vice President - Human Resources since January 2016.

Gilligan served as Senior Vice President, Human Resources, The Americas Group from August 2014 to January 2016.

Gilligan has been employed with the Company since October 1983.

4 unchanged sentences

Jaye has been employed with the Company since October 2017.

Young has served as Vice President – Corporate Strategy and Development since June 2017.

Prior to joining the Company in connection with the acquisition of The Valspar Corporation, Mr.

Young has served as Senior Vice President - Corporate Strategy and Development since March 2021.

Young served as Vice President - Corporate Strategy and Development from June 2017 to February 2021.

Prior to joining the Company in

connection with the acquisition of The Valspar Corporation, Mr.

Young served as Vice President, Corporate Development of Valspar from October 2015 to June 2017.

Young has been employed with the Company since June 2017.

Young was named Senior Vice President – Corporate Strategy and Development effective March 1, 2021 and will become an executive officer at that time.

Binns has served as President, Performance Coatings Group since November 2020.

Binns served as President & General Manager, Automotive Finishes Division, Performance Coatings Group from July 2018 to November 2020, President & General Manager, Eastern Division, The Americas Group from October 2016 to July 2018 and Vice President of Sales, The Americas Group from July 2014 to October 2016.

Binns has been employed with the Company since January 2001.

Ippolito has served as President, The Americas Group since January 2018.

Ippolito served as President & General Manager, Mid Western Division, The Americas Group from November 2010 to January 2018.

Ippolito has been employed with the Company since May 1986.

Padden has served as President, Consumer Brands Group since November 2020.

Padden served as Senior Vice President of Sales, International, Consumer Brands Group from November 2019 to November 2020, Senior Vice President & General Manager, EMEAI, Consumer Brands Group from January 2018 to November 2019 and Vice President of Sales, Retail National Accounts, Consumer Brands Group from January 2014 to December 2017.

Padden has been employed with the Company since January 1996.

Binns served as President & General Manager, Automotive Finishes Division, Performance Coatings Group from July 2018 to November 2020 and President & General Manager, Eastern Division, The Americas Group from October 2016 to July 2018.

Binns has been employed with the Company since August 1997.

Effective March 1, 2022, Mr.

Binns will serve as President, The Americas Group.

Jorgenrud has served as President & General Manager, General Industrial Division, Performance Coatings Group since January 2020.

Jorgenrud served as President & General Manager, Protective & Marine Division, Performance Coatings Group from June 2017 to December 2019.

Prior to joining the Company in connection with the Valspar acquisition, Mr.

Jorgenrud served as Vice President and General Manager, Global Functional Coatings of Valspar from September 2013 to June 2017.

Jorgenrud has been employed with the Company since June 2017.

Effective March 1, 2022, Mr.

Jorgenrud will serve as President, Performance Coatings Group and will become an executive officer at that time.

Rea has served as President, Consumer Brands Group since November 2021.

Rea served within the Consumer Brands Group as President of North America Sales from November 2020 to November 2021, Senior Vice President of Sales, Retail and National Accounts from November 2019 to November 2020, Senior Vice President of Sales, Lowe’s Business Unit from March 2018 to November 2019, Senior Vice President of Sales, National Accounts from August 2017 to February 2018, and Vice President of Sales, National Accounts from April 2016 to August 2017.

Rea has been employed with the Company since April 1993.

Sladek has served as President & General Manager, Global Supply Chain Division, Consumer Brands Group since January 2021.

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 3. Legal Proceedings