2 unchanged sentences
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 29, 2023.
−Removed: The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are 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
−Removed: recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.
+Added: The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are 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 recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.
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.
16 unchanged sentences
OTHER INFORMATION.
+Added: Director and Officer Trading Arrangements:
+Added: A significant portion of the compensation of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.
+Added: Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s insider trading policy, which requires that the transactions be in accordance with applicable U.S.
+Added: federal securities laws that prohibit trading while in possession of material nonpublic information.
+Added: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
+Added: The following table describes contracts, instructions or written plans for the sale or purchase of Company securities adopted by our directors and officers during the fourth quarter of fiscal 2023 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”):
+Added: Name and Title Date of Adoption Duration of Rule 10b5-1 Trading Arrangement Aggregate Number of Securities to Be Purchased or Sold
+Added: Karilee Durham , Senior Vice President, Human Resources
+Added: August 9, 2023
+Added: Until August 9, 2024 , or such earlier date upon which all transactions are completed or expire without execution
+Added: Sale of up to 5,000 shares
+Added: None of our directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2023.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
7 unchanged sentences
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
−Removed: The information to be included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our definitive proxy statement for the 2023 Annual Meeting of Stockholders is incorporated herein by reference.
+Added: The information to be included under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
8 unchanged sentences
Consolidated Statements of Comprehensive Income for the three years ended September 29, 2023
−Removed: Consolidated Balance Sheets at September 30, 2022, and October 1, 2021
+Added: Consolidated Balance Sheets at September 29, 2023, and September 30, 2022
Consolidated Statements of Cash Flows for the three years ended September 29, 2023
11 unchanged sentences
8-K 001-05560 2.1 4/22/2021
−Removed: 3.1 Restated Certificate of Incorporation, as Amended
−Removed: 10-Q 001-05560 3.1 8/3/2016
−Removed: 3.2 Third Amended and Restated By-laws, as Amended
+Added: 3.1 Restated Certificate of Incorporation
10-Q 001-05560 3.1 8/8/2023
+Added: 3.2 Fourth Amended and Restated By-laws
+Added: 001-05560 3.1 5/12/2023
4.1 Specimen Certificate of Common Stock
46 unchanged sentences
10-Q 001-05560 10.2 5/4/2022
+Added: 10.14* Second Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Liam Griffin
+Added: 10-Q 001-05560 10.1
Exhibit Description Form Incorporated by Reference Filed Herewith
Exhibit Filing Date
−Removed: 10.14* Amended and Restated Change in Control / Severance Agreement, dated May 11, 2016, between the Company and Liam Griffin
−Removed: 10-Q 001-05560 10.2 8/3/2016
−Removed: 10.15* Change in Control / Severance Agreement, dated August 29, 2016, between the Company and Kris Sennesael
−Removed: 10-K 001-05560 10.32 11/22/2016
−Removed: 10.16* Change in Control / Severance Agreement, dated November 10, 2016, between the Company and Robert J.
+Added: 10.15* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kris Sennesael
+Added: 001-05560 10.2 8/8/2023
+Added: 10.16* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Robert J.
10-Q 001-05560 10.3
−Removed: 10.17* Change in Control / Severance Agreement, dated November 9, 2016, between the Company and Carlos S.
−Removed: 10-K 001-05560 10.27 11/13/2017
−Removed: 10.18* Change in Control / Severance Agreement, dated April 13, 2018, between the Company and Kari A.
+Added: 10.17* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Carlos S.
+Added: 001-05560 10.4
+Added: 10.18* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kari A.
10-Q 001-05560 10.5
−Removed: 10.19* Change in Control / Severance Agreement, dated November 9, 2016, between the Company and Reza Kasnavi
+Added: 10.19* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Reza Kasnavi
10-Q 001-05560 10.6
3 unchanged sentences
8-K 001-05560 10.1 5/26/2021
+Added: 10.22^ First Amendment, dated as of March 6, 2023, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Term Credit Agreement, dated as of May 21, 2021, by and among the Company, the lenders party thereto and the administrative agent
+Added: 8-K 001-05560 10.1
Revolving Credit Agreement, dated as of May 21, 2021, among the Company, the Borrowing Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent
8-K 001-05560 10.2 5/26/2021
+Added: First Amendment, dated as of March 6, 2023, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Revolving Credit Agreement, dated as of May 21, 2021, by and among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and the administrative agent
+Added: 8-K 001-05560 10.2 3/10/2023
21 Subsidiaries of the Company
2 unchanged sentences
31.2 Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Exhibit Description Form Incorporated by Reference Filed Herewith
+Added: Exhibit Filing Date
32.1 Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C.
4 unchanged sentences
101.SCH Inline XBRL Taxonomy Extension Schema Document X
−Removed: Exhibit Description Form Incorporated by Reference Filed Herewith
−Removed: Exhibit Filing Date
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
19 unchanged sentences
Senior Vice President and Chief Financial Officer /s/ Eric J.
−Removed: (Principal Accounting and Financial Officer) Eric J.
+Added: (Principal Financial Officer)
+Added: /s/ Philip Carter
+Added: Philip Carter
/s/ Christine King
+Added: Vice President and Corporate Controller
Christine King
+Added: (Principal Accounting Officer)
/s/ Suzanne E.
/s/ Robert A.
+Added: /s/ Maryann Turcke
+Added: Maryann Turcke
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.