3 unchanged sentences
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.
−Removed: 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.
−Removed: and Sanyu Electric Pte Ltd.
+Added: As discussed in Note 2 to the consolidated financial statements contained in this Report, the Company acquired Amran/Narayan Group and McStarlite Co.
during fiscal year 2025.
−Removed: 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.
−Removed: 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.
+Added: These acquisitions represent approximately 12% of the Company's consolidated continuing operations revenue for the year ended June 30, 2025 and approximately 36% of the Company's net and consolidated assets at June 30, 2025.
+Added: 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, 2025 excludes any evaluation of the internal control over financial reporting of Amran/Narayan Group and McStarlite Co.
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, 2025 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
14 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the shareholders and the Board of Directors of Standex International Corporation
+Added: To the stockholders and the Board of Directors of Standex International Corporation
Opinion on Internal Control over Financial Reporting
2 unchanged sentences
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, 2025, of the Company and our report dated August 1, 2025, expressed an unqualified opinion on those financial statements.
−Removed: 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.
−Removed: 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.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Sanyu Switch Co., Ltd and Sanyu Electric Pte Ltd.
+Added: As described in Management's Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Amran LLC and Narayan Powertech Private Limited collectively the “Amran/Narayan Group”, and McStarlite Co., which were acquired during fiscal year 2025.
+Added: These acquisitions represent approximately 12% of the Company's consolidated continuing operations revenue for the year ended June 30, 2025 and approximately 36% of the Company's net and consolidated assets at June 30, 2025.
+Added: Accordingly, our audit did not include the internal control over the financial reporting at the Amran/Narayan Group and McStarlite Co.
Basis for Opinion
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Form of Indemnification Agreement for directors and executive officers of the Company.*
−Removed: 2018 Omnibus Incentive Plan *
2018 Omnibus Incentive Plan, as Amended and Restated*
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Form of Performance Share Unit Award Agreement under the Amended and Restated 2018 Omnibus Incentive Plan
−Removed: Form of Restricted Stock Award Agreement under the Amended and Restated 2018 Omnibus Incentive Plan
+Added: Form of Stock Grant Award Agreement under the Amended and Restated 2018 Omnibus Incentive Plan
+Added: Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2018 Omnibus Incentive Plan
+Added: Securities Purchase Agreement dated as of October 28, 2024, by and among the Owners listed therein, Bolt Founders, Inc., Amran LLC, Seller Representative (as defined therein) and Standex International Corporation
+Added: Securities Purchase Agreement dated as of October 28, 2024, by and among Narayan Powertech Private Limited, the persons listed in Exhibit D thereto, Mold-Tech Singapore Pte.
+Added: and Standex International Corporation
+Added: Shareholders’ Agreement dated as of October 28, 2024 by and amongst Narayan Powertech Private Limited, and Mold-Tech Singapore Pte.
+Added: Ltd., and Standex International Corporation and the Minority Shareholders listed therein
+Added: Second Amendment to Third Amended and Restated Credit Agreement dated as of December 6, 2024 by and among Standex International Corporation, Citizens Bank, N.A., a national banking association, as Administrative Agent and Lender, and the other Lenders party thereto
Code of Ethics for Chief Executive Officer and Senior Financial Officers is incorporated by reference as Exhibit 14.
5 unchanged sentences
Joanne Edwards, Thomas J.
−Removed: Hansen, and Michael A.
+Added: Hansen, Michael A.
+Added: Hick ey, and Andy L.
Rule 13a-14(a) Certification of President and Chief Executive Officer
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/s/ ADEMIR SARCEVIC
−Removed: Vice President/Chief Financial Officer
+Added: Vice President/Chief Financial Officer and Treasurer
Ademir Sarcevic
−Removed: /s/ AMY GAGNON
+Added: /s/ DANIELLE RANGEL
Vice President/Chief Accounting Officer
+Added: Danielle Rangel
David Dunbar, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 1, 2025 as attorney-in-fact for the following directors of the Registrant:
13 unchanged sentences
Edwards, Thomas J.
−Removed: Hansen, and Michael A.
+Added: Hansen, Michael A.
+Added: Hickey, and Andy L.
Rule 13a-14(a) Certification of President and Chief Executive Officer
17 unchanged sentences
Former Executive Vice Chairman of Illinois Tool Works, Inc.
−Removed: Hickey 2, 3, 4
Retired Executive Vice President and President of the Global Institutional Business, Ecolab Inc.
+Added: Chairman, President & Chief Executive Officer of Patrick Industries, Inc.
________________________
6 unchanged sentences
Ademir Sarcevic
−Removed: Vice President, Chief Financial Officer
+Added: Vice President, Chief Financial Officer and Treasurer
Vice President, Chief Legal Officer and Secretary
+Added: Danielle Rangel
Vice President, Chief Accounting Officer
35 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.