What changed in this filing

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Item 9A. Controls and Procedures

2023-08-04 compared with 2022-08-05 · 12 added, 17 removed, 244 unchanged (11% of the section changed)

2 unchanged sentences

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of June 30, 2023, that the disclosure controls and procedures are effective in ensuring that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and (ii) that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting identified in connection with management’s evaluation that occurred during the fourth quarter of our fiscal year (ended June 30, 2022) that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

There were no changes in the Company’s internal control over financial reporting identified in connection with management’s evaluation that occurred during the fourth quarter of our fiscal year ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

14 unchanged sentences

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 

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

108 unchanged sentences

First Amendment to Employment Agreement dated August 26, 2019 between the Company and Annemarie Bell*

Employment Agreement dated July 27, 2015 between the Company and Paul Burns*

First Amendment to Employment Agreement dated July 27, 2015 between the Company and Paul Burns*

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

1 unchanged sentence

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

Employment Agreement dated July 1, 2021 between the Company and Flavio Maschera*

Standex International Corporation Supplemental Retirement Plan adopted April 26, 1995 and Amended on July 26, 1995 filed as Exhibit 10(n).*

1 unchanged sentence

2018 Omnibus Incentive Plan *

2018 Omnibus Incentive Plan, and Amended and Restated*

2018 Omnibus Incentive Plan, as Amended and Restated*

Standex Deferred Compensation Plan for highly compensated employees filed as Item 5.02.*

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

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

Third Amended and Restated Credit Agreement Dated February 2, 2023 by and among Standex International Corporation, Citizens Bank, N.A.;

Bank of America N.A.;

TD Bank, N.A., JPMorgan Chase Bank, N.A.;

and Branch Banking & Trust Company

and Truist Bank

Standex International Long-Term Incentive Plan Award

2 unchanged sentences

Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP

Consent of Independent Registered Public Accounting Firm Grant Thornton LLP

Powers of Attorney of Charles H.

30 unchanged sentences

Subsidiaries of Standex

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

Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP

Powers of Attorney of Charles H.

12 unchanged sentences

Cannon, Jr., 1, 3

Retired Chairman and CEO, JBT Corporation

Retired Executive Chairman and CEO, JBT Corporation

Chorman 1, 3, 4

CEO, Foam Partners LLC

CEO, Solar LED Innvoations, LLC

Davenport 

Vice President-Finance, Parker-Hannifin Corporation

Retired Vice President-Corporate Finance, Parker-Hannifin Corporation

David Dunbar 

5 unchanged sentences

Retired Senior Vice President & General Manager, Residential & Wiring Device Business, Eaton Corporation

Former Vice Chairman of Illinois Tool Works, Inc.

Former Executive Vice Chairman of Illinois Tool Works, Inc.

Hickey  2, 3, 4

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

6 unchanged sentences

Member of Corporate Governance/Nominating Committee

  Member of Innovation & Technology Committee

Corporate Officers

8 unchanged sentences

Vice President, Chief Human Resources Officer

Vice President of Strategy and Business Development

Flavio Maschera

Vice President, Chief Innovation & Technology Officer

Shareholder Information

27 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