What changed in this filing

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Item 9A. Controls and Procedures

2024-08-02 compared with 2023-08-04 · 74 added, 99 removed, 157 unchanged (52% of the section changed)

Controls and Procedures

The management of the Company including its Chief Executive Officer, and Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as of the end of the period covered by this report.

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, 2023 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of June 30, 2024, 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.

SEC guidance permits the exclusion of an evaluation of the effectiveness of a registrant's disclosure controls and procedures as they relate to the internal control over financial reporting for an acquired business during the first year following such acquisition.

As discussed in Note 2 to the consolidated financial statements contained in this Report, the Company acquired all of the outstanding stock of Sanyu Switch Co., Ltd.

and Sanyu Electric Pte Ltd.

during fiscal year 2024.

This acquisition represents approximately 0.8% and 1.0%, respectively, of the Company's consolidated continuing operations revenue and continuing operations income for the twelve months ended June 30, 2024 and approximately 3.9% and 2.9%, respectively of the Company's net and consolidated assets at June 30, 2024.

Management's evaluation and conclusion as to the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2024 excludes any evaluation of the internal control over financial reporting of Sanyu Switch Co., Ltd and Sanyu Electric Pte Ltd.

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, 2024 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

The management of Standex is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 240.13a-15(f) of the Exchange Act).

The Company’s internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management, including the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of the end of the fiscal year covered by this report on Form 10-K.

In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control-Integrated Framework (2013).”

These criteria are in the areas of control environment, risk assessment, control activities, information and communication and monitoring.

Management’s assessment included documenting, evaluating and testing the design and operating effectiveness of our internal control over financial reporting.

Based on the Company’s processes, as described above, management, including the Chief Executive Officer and the Chief Financial Officer, has concluded that our internal control over financial reporting was effective as of June 30, 

2023 to provide reasonable assurance of achieving its objectives.

In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control-Integrated Framework (2013).” These criteria are in the areas of control environment, risk assessment, control activities, information and communication and monitoring.

Management’s assessment included documenting, evaluating and testing the design and operating effectiveness of our internal control over financial reporting.

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

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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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

To the shareholders 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 and subsidiaries (the "Company") as of June 30, 2023, 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, 2023, 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, 2023, of the Company and our report dated August 4, 2023, expressed an unqualified opinion on those financial statements. 

Basis for Opinion 

We have audited the internal control over financial reporting of Standex International Corporation and subsidiaries (the “Company”) as of June 30, 2024, 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, 2024, 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, 2024, of the Company and our report dated August 2, 2024 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 Sanyu Switch Co., Ltd.

and Sanyu Electric Pte Ltd., which were acquired on February 20, 2024 and May 3, 2024, respectively and whose financial statements constitute 3.9% and 2.9% of net and total assets, respectively, 0.8% of revenues, and 1.0% of net income of the consolidated financial statement amounts as of and for the year ended June 30, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Sanyu Switch Co., Ltd and Sanyu Electric Pte Ltd.

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.

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.

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(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.

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Other Information

None of our directors or executive officers adopted or 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 quarter ended June 30, 2024.

Directors, Executive Officers and Corporate Governance

The Company will file with the Securities and Exchange Commission (“SEC”) a definitive Proxy Statement no later than 120 days after the close of the fiscal year ended June 30, 

2023 (the “Proxy Statement”).

The information required by this item and not provided in Part 1 of this report under Item 1 “Executive Officers of Standex”

is incorporated by reference from the Proxy Statement under the captions “Election of Directors,”

“Stock Ownership in the Company,”

“Other Information Concerning the Company, Board of Directors and its Committees”

and “Section 16(a) Beneficial Ownership Reporting Compliance.”

The Company will file with the Securities and Exchange Commission (“SEC”) a definitive Proxy Statement no later than 120 days after the close of the fiscal year ended June 30, 2024 (the “Proxy Statement”).

The information required by this item and not provided in Part 1 of this report under Item 1 “Executive Officers of Standex” is incorporated by reference from the Proxy Statement under the captions “Election of Directors,” “Stock Ownership in the Company,” “Other Information Concerning the Company, Board of Directors and its Committees” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

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 Committees, Audit Committee.”

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

We maintain a corporate governance section on our website, which includes our code of ethics for senior financial management that applies to our chief executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions.

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Information regarding executive compensation is incorporated by reference from the Proxy Statement under the captions and sub-captions:

“Executive Compensation,”

“Compensation Discussion and Analysis,”

“Compensation Committee Report,”

2023 Summary Compensation Table,”

“Other Information Concerning the Company, Board of Directors and Its Committees,”

and “Directors Compensation.”

“Executive Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “ 2024 Summary Compensation Table,” “Other Information Concerning the Company, Board of Directors and Its Committees,” and “Directors Compensation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The beneficial ownership of Standex Common Stock of all directors and executive officers of the Company is incorporated by reference in the Proxy Statement under the caption and sub-caption “Stock Ownership in the Company”

and “Stock Ownership by Directors, Nominees for Director and Executive Officers,”

respectively.

The Equity Compensation Plan table below represents information regarding the Company’s equity-based compensation plan at June 30, 2023 .

The stock ownership of each person known to Standex to be the beneficial owner of more than 5% of its Common Stock is incorporated by reference in the Proxy Statement under the caption “Stock Ownership of Certain Beneficial Owners.” The beneficial ownership of Standex Common Stock of all directors and executive officers of the Company is incorporated by reference in the Proxy Statement under the caption and sub-caption “Stock Ownership in the Company” and “Stock Ownership by Directors, Nominees for Director and Executive Officers,” respectively.

The Equity Compensation Plan table below represents information regarding the Company’s equity-based compensation plan at June 30, 2024 .

Number of Securities To

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During fiscal year 2022, shareholders approved an amendment to and restatement of the 2018 Omnibus Equity compensation plan.

The change increased the number of shares authorized for grants under the 2018 Omnibus Equity compensation plan by 400,000 to 900,000 shares of our common stock. 

This plan is further described in the “Notes to Consolidated Financial Statements”

under the heading “Stock-Based Compensation and Purchase Plans.”

The change increased the number of shares authorized for grants under the 2018 Omnibus Equity compensation plan by 400,000 to 900,000 shares of our common stock.

This plan is further described in the “Notes to Consolidated Financial Statements” under the heading “Stock-Based Compensation and Purchase Plans.”

Certain Relationships and Related Transactions and Director Independence

And “Stock Ownership by Directors, Nominees for Director and Executive Officers,”

respectively.

Information regarding director independence is incorporated by reference in the Proxy Statement under the caption “Election of Directors - Determination of Independence.”

Information regarding certain relationships and related transactions is incorporated by reference in the Proxy Statement under the caption and sub-caption “Certain Relationships and Related Transactions” And “Stock Ownership by Directors, Nominees for Director and Executive Officers,” respectively.

Information regarding director independence is incorporated by reference in the Proxy Statement under the caption “Election of Directors - Determination of Independence.”

Principal Accountant Fees and Services

This Information in addition to information regarding aggregate fees billed for each of the last two fiscal years for professional services rendered by the professional accountant for audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-K as well as others are incorporated by reference in the Proxy Statement under the caption “Independent Auditors’

Fees.”

Exhibits and Financial Statement Schedules

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Financial Statements covered by the Reports of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Statements of Operations for the fiscal years ended June 30, 2023 , 2022 and 

Consolidated Balance Sheets as of June 30, 

2023 and 2022

Comprehensive Income for the fiscal years ended June 30, 2023 , 2022 and 

Consolidated Statements of Stockholders’

Equity for the fiscal years ended June 30, 2023 , 2022 and 

Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2023 , 2022 and 

Consolidated Statements of Operations for the fiscal years ended June 30, 2024 , 2023 and 2022

Consolidated Balance Sheets as of June 30, 2024 and 2023

Comprehensive Income for the fiscal years ended June 30, 2024 , 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2024 , 2023 and 2022

Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2024 , 2023 and 2022

Notes to Consolidated Financial Statements

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The following financial statement schedule is included as required by Item 8 to this report on Form 10-K

Schedule II –

Valuation and Qualifying Accounts is included in the Notes to Consolidated Financial Statements

Schedule II – Valuation and Qualifying Accounts is included in the Notes to Consolidated Financial Statements

All other schedules are not required and have been omitted

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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*

Employment Agreement dated April 4, 2016 between the Company and Alan J.

First Amendment to Employment Agreement dated April 4, 2016 between the Company and Alan J.

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

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

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

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 January, 20, 2014 between the Company and David Dunbar*

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

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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.

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

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and Truist Bank

Standex International Long-Term Incentive Plan Award

Form of Performance Share Unit Award Agreement under the Amended and Restated 2018 Omnibus Incentive Plan

Form of Restricted Stock Award Agreement under the Amended and Restated 2018 Omnibus Incentive Plan

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

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Section 1350 Certification

The following materials from this Annual Report on Form 10-K, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements

The following materials from this Annual Report on Form 10-K, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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STANDEX INTERNATIONAL CORPORATION

/s/ DAVID DUNBAR

President/Chief Executive Officer

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Ademir Sarcevic

/s/ SEAN VALASHINAS

Vice President/Chief Accounting Officer/Assistant Treasurer

Sean Valashinas

/s/ AMY GAGNON

Vice President/Chief Accounting Officer

David Dunbar, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 2, 2024 as attorney-in-fact for the following directors of the Registrant:

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Subsidiaries of Standex

Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP

Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP

Powers of Attorney of Charles H.

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Edwards, Thomas J.

Hansen,  and Michael A.

Hansen, and Michael A.

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

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Chorman 1, 3, 4

CEO, Solar LED Innvoations, LLC

Davenport 

CEO, Solar LED Innovations, LLC

Davenport 1, 2

Retired Vice President-Corporate Finance, Parker-Hannifin Corporation

David Dunbar 

President and Chief Executive Officer;

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Chairman and Chief Executive Officer, Cooper Standard Holdings, Inc.

Joanne Edwards 2, 3

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

Former Executive Vice Chairman of Illinois Tool Works, Inc.

Hickey  2, 3, 4

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.

________________________

1 Member of Audit Committee

Member of Compensation Committee

2 Member of Compensation Co mmittee

3 Member of Corporate Governance/Nominating Committee

  Member of Innovation & Technology Committee

4 Member of Innovation & Technology Committee

Corporate Officers

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Vice President, Chief Legal Officer and Secretary

Sean Valashinas

Vice President, Chief Accounting Officer and Assistant Treasurer

Vice President, Chief Accounting Officer

Vice President, Global Tax

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Vice President, Chief Human Resources Officer

Vice President, Chief Information Officer

Vineet Kshirsagar

Vice President, Growth and Business Development

Esther Zolotova

Corporate Governance Officer & Assistant Secretary

Shareholder Information

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23 Keewaydin Drive, Suite 300

Salem, NH  

Salem, NH 03079

(603) 893-9701

Facsimile: (603) 893-7324

(603) 893-7324

www.standex.com

Listed on the New York Stock Exchange

(Ticker symbol:  

Transfer Agent and Registrar

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150 Royall Street

Canton, MA 

Canton, MA 02021

(800) 368-5948

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Shareholder Services

Stockholders should contact Standex’s Transfer Agent (Computershare, 150 Royall Street, Canton, MA 

02021) regarding changes in name, address or ownership of stock;

Stockholders should contact Standex’s Transfer Agent (Computershare, 150 Royall Street, Canton, MA 02021) regarding changes in name, address or ownership of stock;

lost certificates of dividends;

and consolidation of accounts.

Stockholders’

Stockholders’ Meeting

The Annual Meeting of Stockholders will be held at 9:00 a.m.

on Tuesday, October 24, 2023  at Standex International Corporation’s Corporate Headquarters, 23 Keewaydin Drive 3 rd Floor, Salem, NH 03079

on Tuesday, October 22, 2024 at Standex International Corporation’s Corporate Headquarters, 23 Keewaydin Drive 3 rd Floor, Salem, NH 03079

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