What changed in this filing

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Item 9A. Controls and Procedures

2021-08-13 compared with 2020-08-25 · 36 added, 49 removed, 221 unchanged (28% of the section changed)

13 unchanged sentences

These results were reviewed with the Audit Committee of the Board of Directors.

Grant Thornton, LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an unqualified attestation report on the Company’s internal control over financial reporting, which is included below.

Deloitte & Touche, LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an unqualified attestation report on the Company’s internal control over financial reporting, which is included below.

Inherent Limitation on Effectiveness of Controls

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Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Standex International Corporation

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the stockholders and the Board of Directors of Standex International Corporation 

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Standex International Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended June 30, 2020, and our report dated August 25, 2020 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting (“Management’s Report”).

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We have audited the internal control over financial reporting of 

Standex International Corporation and subsidiaries (the "Company") as of June 30, 2021, based on criteria established in 

Internal Control - Integrated Framework (2013) 

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2021, based on criteria established in 

Internal Control - Integrated Framework (2013) issued by COSO.

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 June 30, 2021, of the Company and our report dated August 13, 2021, expressed an unqualified opinion on those financial statements. 

As described in Management's Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Renco Electronics Inc., which was acquired on July 16, 2020 and whose financial statements constitute 2.4% of total consolidated assets and 3.9% revenues of the consolidated financial statement amounts as of and for the year ended June 30, 2021.

Accordingly, our audit did not include the internal control over financial reporting at Renco Electronics Inc. 

Basis for Opinion 

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

3 unchanged sentences

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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.

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. 

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

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

1 unchanged sentence

Other Information

Compensatory Arrangements of Certain Officers

On August 24, 2020, the Registrant, pursuant to a previous approval from the Compensation Committee of the Board of Directors, amended the employment agreements of certain executive officers including named executive officers Paul C.

Burns, Alan J.

Glass and Annemarie Bell. 

The amendments implement the Compensation Committee’s decision to align certain benefits payable to each named executive officer in the event of a Change of Control of the Company (as defined in the agreements) with the recommendation from the independent advisors to the Compensation Committee. 

More specifically, in the event of a qualifying termination due to a Change of Control, each such named executive officer will be entitled to a lump sum payment equal to two times the sum of (i) such officer’s then base salary and (ii) the higher of such officer’s most recent annual incentive award or target annual incentive award, as well as continuation of health and welfare benefits for a period of two years. 

All other provisions of the employment agreements remain in full force and effect. 

The amendments to such employment agreements are attached as Exhibits [ ], [ ] and [ ] hereto.

Directors, Executive Officers and Corporate Governance

8 unchanged sentences

Information regarding the process for identifying and evaluating candidates for director are set forth and incorporated in reference to the information in the Proxy Statement under the caption “Corporate Governance/Nominating Committee Report.”

Information regarding the Audit Committee Financial Expert and the identification of the Audit Committee is incorporated by reference to the information in the Proxy Statement under the caption “Other Information Concerning the Company, Board of Directors and its Committee, Audit Committee.”

The Audit Committee is established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act.

30 unchanged sentences

Securities reflected in Column (A))

2018 Omnibus Equity compensation plan approve by stockholders

Equity compensation plans not approved by stockholders

2018 Omnibus Equity compensation plan approved by stockholders

The Company has one equity compensation plan, approved by stockholders, under which equity securities of the Company have been authorized for issuance to employees and non-employee directors.

27 unchanged sentences

Restated Certificate of Incorporation of Standex, dated October 27, 1998 filed as Exhibit 3(i).

By-Laws of Standex, as amended, and restated effective January 30, 2015 filed as Item 5.03, Exhibit 3.1

By-Laws of Standex, as amended, and restated effective February 2, 2021, filed as Exhibit 3.1

Employment Agreement dated January, 20, 2014 between the Company and David  Dunbar*

7 unchanged sentences

First Amendment to Employment Agreement dated August 2, 2019 between the Company and Ademir Sarcevic*

Employment Agreement dated October 1, 2020 between the Company and Sean Valashinas*

Employment Agreement dated December 13, 2019 between the Company and James A.

Standex International Corporation Amended and And Restated 2008 Long Term Incentive Plan, effective October 28, 2008.*

4 unchanged sentences

Code of Ethics for Chief Executive Officer and Senior Financial Officers is incorporated by reference as Exhibit 14.

Amended and Restated Credit Agreement Dated December 19, 2014 by and among

Standex International Corporation, Citizens Bank, N.A.;

Bank of America, N.A.;

TD Bank, N.A.;

JPMorgan Chase Bank, N.A.;

Branch Banking & Trust Company and Santander Bank, N.A.

Filed as Item 1.01, Exhibit 10

Second Amended and Restated Credit Agreement Dated December 21, 2018 by and among Standex International Corporation, Citizens Bank, N.A.;

5 unchanged sentences

Subsidiaries of Standex International Corporation

Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP

Consent of Independent Registered Public Accounting Firm Grant Thornton LLP

3 unchanged sentences

Joanne Edwards, Thomas J.

Hansen, Michael A.

Hickey and Daniel B.

Hansen, and Michael A.

Rule 13a-14(a) Certification of President and Chief Executive Officer

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/s/ SEAN VALASHINAS

Chief Accounting Officer / Assistant Treasurer

Vice President/Chief Accounting Officer/Assistant Treasurer

Sean Valashinas

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Subsidiaries of Standex

Consent of Independent Registered Public Accounting Firm Grant Thornton LLP

Consents of Independent Registered Public Accounting Firm Deloitte & Touche LLP and Grant Thorton LLP 

Powers of Attorney of Charles H.

2 unchanged sentences

Edwards, Thomas J.

Hansen, Michael A.

Hickey and Daniel B. Hogan.

Hansen,  and Michael A.

Rule 13a-14(a) Certification of President and Chief Executive Officer

16 unchanged sentences

Former Vice Chairman of Illinois Tool Works, Inc.

Executive Vice President and President of the Global Institutional Business, Ecolab Inc.

Executive Director, Passim Folk Music and Cultural Center

Retired Executive Vice President and President of the Global Institutional Business, Ecolab Inc.

________________________

5 unchanged sentences

Member of Corporate Governance/Nominating Committee

Member of Executive Committee

Corporate Officers

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Sean Valashinas

Chief Accounting Officer and Assistant Treasurer

Vice President, Chief Accounting Officer and Assistant Treasurer

Vice President, Global Tax

Annemarie Bell

Vice President, Human Resources

Vice President, Chief Human Resources Officer

Vice President of Strategy and Business Development

Vice President, Operations and Global Supply Chain

Vice President, Operations and Supply Chain

Shareholder Information

15 unchanged sentences

Independent Auditors

Grant Thornton LLP

75 State Street, 13 th Floor

Deloitte & Touche LLP

200 Berkeley St, 10th Floor

Boston, MA 02116

8 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