5 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
−Removed: In evaluating the Company’s internal control over financial reporting, management has adopted the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).
+Added: In evaluating the Company’s internal control over financial reporting, management has adopted the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "2013 Framework").
Under the supervision and with the participation of our management, including the PEO and PFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2023.
−Removed: Based on our evaluation under the framework in Internal Control-Integrated Framework (2013 Framework), our management has concluded that our internal control over financial reporting was effective as of December 31, 2022.
+Added: Based on our evaluation under the 2013 Framework, our management has concluded that our internal control over financial reporting was effective as of December 31, 2023.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
11 unchanged sentences
and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: 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 December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule of the Company and our report dated March 2, 2023 expressed an unqualified opinion thereon.
+Added: 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 December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated March 1, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
18 unchanged sentences
Other Information.
−Removed: Credit Facility Amendment
−Removed: Due to continued supply chain disruptions and macroeconomic challenges on the Company’s end-markets and the resulting financial impacts on the Company, on March 1, 2023, the Company entered into Amendment No.
−Removed: 4 to the Fourth Amended and Restated Credit Agreement by and among the Company and certain of its subsidiaries as Borrowers, certain of its subsidiaries as Guarantors, PNC Bank, National Association, as Administrative Agent, and the financial parties thereto (the, “Lenders”) (“Amendment No.
−Removed: Amendment No.
−Removed: 4 provides for certain financial covenant relief and additional covenant restrictions during the “Amendment No.
−Removed: 4 Specified Period” (the period from March 1, 2023 until the date that the Company delivers a compliance certificate for the quarter ending September 30, 2023 in form and substance satisfactory to the administrative agent).
−Removed: During the Amendment No.
−Removed: 4 Specified Period:
−Removed: • the maximum net leverage ratio was changed to 4.75 to 1.00 for the quarter ended March 31, 2023 and 4.25 to 1.00 for the quarter ended June 30, 2023;
−Removed: • the minimum interest coverage ratio of 3.50 was reduced to 3.00 for the quarters ended March 31, 2023 and June 30, 2023;
−Removed: • drawing on the Credit Facility continues to be restricted if the Company’s total of 100% of domestic and 65% of foreign cash and cash equivalents exceeds $70.0 million;
−Removed: • there continue to be certain additional restrictions on Restricted Payments (as defined);
−Removed: • consistent with Amendment No.
−Removed: 3, a Permitted Acquisition (as defined) may not be consummated unless the net leverage ratio is below 3.50 to 1.00 during the Amendment No.
−Removed: 4 Specified Period.
−Removed: The description of Amendment No.
−Removed: 4 to the Credit Agreement does not purport to be complete and is qualified in its entirety to the full text of Amendment No.
−Removed: 4 to the Credit Agreement which is filed as Exhibit 10.23 to this Form 10-K and incorporated herein by reference.
+Added: During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
4 unchanged sentences
The information required by this Item 10 regarding our executive officers appears as a Supplementary Item following Item 1 under Part I, hereof.
+Added: We have adopted a code of ethics that applies to our senior financial officers, including our principal executive officer, principal financial officer, and principal accounting officer.
+Added: This code of ethics and our corporate governance policies are posted on our website at https://investors.stoneridge.com/investors/corporate-governance/governance-documents/.
+Added: We will satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any material amendment to our code of ethics, and any waiver from a provision of our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, by posting such information on our website at the internet website address set forth above.
Executive Compensation.
27 unchanged sentences
Consolidated Statements of Operations for the Years Ended December 31, 202 3 , 202 2 and 202 1
−Removed: Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Comprehensive Income ( Loss ) for the Years Ended December 31, 202 3 , 202 2 and 202 1
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 3 , 202 2 and 202 1
5 unchanged sentences
Number Exhibit
−Removed: 3.1 Second Amended and Restated Articles of Incorporation of the Company , filed herewith.
+Added: 3.1 Second Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022).
3.2 Amended and Restated Code of Regulations of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
12 unchanged sentences
2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on May 20, 2020)*.
−Removed: 10.6 Form of Stoneridge, Inc.
−Removed: Long-Term Incentive Plan 2022 Performance Shares Grant Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on 10-Q for the quarter ended March 31, 2022)*.
−Removed: 10.7 Form of Stoneridge, Inc.
−Removed: Long-Term Incentive Plan 202 2 Restricted Share Units Agreement (incorporated by reference to Exhibit 10.
−Removed: 4 to the Company’s Quarterly Report on 10-Q for the quarter ended March 31, 202 2 )*.
−Removed: 10.8 Form of Stoneridge, Inc.
−Removed: Long-Term Incentive Plan 2022 Restricted Share Units Agreement (one-time two-year vesting under 2021 AIP payment) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on 10-Q for the quarter ended March 31, 2022)*.
10.6 Stoneridge, Inc.
5 unchanged sentences
2018 Amended and Restated Directors’ Restricted Shares Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 19, 2022)*.
−Removed: 10.12 Form of Stoneridge, Inc.
−Removed: Directors’ Restricted Shares Plan 202 2 Grant Agreement (incorporated by reference to Exhibit 10.
−Removed: 2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202 2 )*.
−Removed: Number Exhibit
10.9 Amended and Restated Officers’ and Key Employees’ Severance Plan of Stoneridge, Inc.
1 unchanged sentence
10.10 Form of Change in Control Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)*.
−Removed: 10.15 Employment Agreement, dated March 16, 2015, between the Company and Jonathan B.
−Removed: DeGaynor (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 19, 2015)*.
−Removed: 10.16 Amendment No.
−Removed: 1, dated February 23, 2021, to Employment Agreement, dated March 16, 2015 between the Company and Jonathan B.
−Removed: DeGaynor (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)*.
−Removed: 10.17 Indemnification Agreement between the Company and Jonathan B.
−Removed: DeGaynor (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on March 19, 2015).
−Removed: 10.18 Employment Agreement, dated January 29, 2021, by and between the Company and James Zizelman (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)* .
10.11 Fourth Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 7, 2019).
3 unchanged sentences
2 to the Fourth Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).
+Added: Number Exhibit
10.14 Amendment No.
1 unchanged sentence
10.15 Amendment No.
−Removed: 4 to the Fourth Amended and Restated Credit Agreement, filed herewith.
+Added: 4 to the Fourth Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.16 Fifth Amended and Restated Credit Agreement, dated November 2, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 2, 2023).
+Added: 10.17 Consulting Services Agreement, dated January 30, 2023, by and between Stoneridge, Inc.
+Added: and Jonathan DeGaynor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 31, 2023) * .
+Added: 10.18 Form of Stoneridge, Inc.
+Added: Directors’ Restricted Shares Plan 2023 Grant Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023) * .
+Added: 10.19 Form of Stoneridge, Inc.
+Added: Long-Term Incentive Plan 2023 Performance Shares Grant Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023) * .
+Added: 10.20 Form of Stoneridge, Inc.
+Added: Long-Term Incentive Plan 2023 Restricted Share Units Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023) * .
+Added: 10.21 Employment Agreement, dated April 13, 2023, between the Company and James Zizelman (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 18, 2023) * .
+Added: 10.22 Indemnification Agreement, dated April 13, 2023, between the Company and James Zizelman (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 18, 2023).
+Added: 10.23 Form of 2023 Phantom Share Grant Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 2 2, 2023) * .
21.1 Principal Subsidiaries and Affiliates of the Company, filed herewith.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
+Added: 97.1 Stoneridge, Inc.
+Added: Compensation Recovery Policy, filed herewith.
Number Exhibit
35 unchanged sentences
March 1, 2024
−Removed: /s/ JEFFREY P.
March 1, 2024
−Removed: March 1, 2023
/s/ KIM KORTH
2 unchanged sentences
March 1, 2024
+Added: /s/ CARSTEN J.
March 1, 2024
+Added: /s/ SHEILA RUTT
March 1, 2024
+Added: March 1, 2024
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.