Item 9A. Controls and Procedures
Item 9A.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. The Company carried out an evaluation, under the supervision and with the participation of management, including the
Company’s Chairman, President and Chief Executive Officer and its Senior Vice President and Chief Financial Officer, of the effectiveness, as of December 31, 2022, of the design and operation of the disclosure controls and procedures, as
defined in Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, the Company’s Chairman, President and Chief Executive Officer and its Senior Vice President and Chief Financial Officer have concluded that the disclosure controls
and procedures were effective as of December 31, 2022.
Management’s Report on Internal Control over Financial Reporting. The management of the Company is responsible for establishing and maintaining adequate internal control
over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. It is management’s policy to maintain a control-conscious environment through an effective system of internal accounting controls. These controls are supported
by the careful selection of competent and knowledgeable personnel and by the communication of standard accounting and reporting policies and procedures throughout the Company. The Company’s internal control over financial reporting is
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. Management has
assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013 Framework) . Based on that assessment, management has concluded that the Company’s internal
control over financial reporting was effective as of December 31, 2022.
The Company’s internal control over financial reporting as of December 31, 2022, has been audited by Ernst & Young LLP, an independent registered public accounting firm. Their opinion on the Company’s
internal control over financial reporting is included in this Item 9A.
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.
Changes in Internal Control over Financial Reporting. There have been no changes in the Company’s internal control over financial reporting during the quarter ended
December 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
55
Index
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Sensient Technologies Corporation
Milwaukee, Wisconsin
Opinion on Internal Control over Financial Reporting
We have audited Sensient Technologies Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Sensient Technologies Corporation and subsidiaries (the
Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the accompanying consolidated
balance sheets of Sensient Technologies Corporation and subsidiaries as of December 31, 2022 and 2021, and the related consolidated statements of earnings, comprehensive income, shareholders' equity, and cash flows for each of the three years
in the period ended December 31, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15 and our report dated February 17, 2023 expressed an unqualified opinion thereon.
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. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for
our opinion.
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; (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.
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/ Ernst & Young LLP
Milwaukee, Wisconsin
February 17, 2023
Item 9B.
Other Information.
None.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
56
Index
PART III
Item 10.
Directors, Executive Officers of the Registrant, and Corporate Governance.
Information required by this item regarding directors and officers, corporate governance, and other matters appearing under “Election of Directors” in the Proxy Statement for the Annual Meeting of Shareholders of the
Company to be filed with the Commission within 120 days after December 31, 2022 (2023 Proxy Statement), is incorporated by reference. Additional information required by this item regarding executive officers appears at the end of Part I above,
and information required by this item regarding codes of conduct appear at the beginning of Part I above.
Item 11.
Executive Compensation.
Information required by this item relating to compensation of directors and officers is incorporated by reference from the “Election of Directors,” “Executive Compensation,” “Chief Executive Officer Pay Ratio,” and
“Equity Compensation Plan Information” portions of the 2023 Proxy Statement. Information required by this item relating to the Compensation and Development Committee of the Company’s Board of Directors is incorporated by reference from the
headings “Compensation and Development Committee Report” and “Election of Directors” in the 2023 Proxy Statement.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item regarding security ownership of certain beneficial owners and management and related shareholder matters appearing under “Principal Shareholders” in the 2023 Proxy Statement is
incorporated by reference. The information required by this item appearing under “Equity Compensation Plan Information” in the 2023 Proxy Statement is incorporated by reference.
Item 13.
Certain Relationships and Related Transactions and Director Independence.
The information required by this item regarding certain relationships and related party transactions and director independence appearing at the end of “Election of Directors” and under “Transactions With Related
Persons” in the 2023 Proxy Statement is incorporated by reference.
Item 14.
Principal Accountant Fees and Services.
The disclosure regarding principal accountant fees and services appearing under “Audit Committee Report” in the 2023 Proxy Statement is incorporated by reference.
57
Index
PART IV
Item 15.
Exhibit and Financial Statement Schedules.
The consolidated financial statements of Sensient Technologies Corporation and
subsidiaries are set forth under Item 8 of this Form 10-K, as indexed below.
List of Financial
Statements and Financial Statement Schedule
Consolidated Balance Sheets – December 31, 2022 and 2021
30
Consolidated Statements of Earnings – Years ended December 31, 2022, 2021, and 2020
28
Consolidated Statements of Comprehensive Income – Years ended December 31, 2022, 2021, and 2020
29
Consolidated Statements of Shareholders’ Equity – Years ended December 31, 2022, 2021, and 2020
32
Consolidated Statements of Cash Flows – Years ended December 31, 2022, 2021, and 2020
31
Notes to Consolidated Financial Statements
33-53
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
54-55
Exhibits
The exhibits listed in the accompanying exhibit index are filed as part of the Annual Report on Form 10-K.
EXHIBIT INDEX
Exhibit
Number
Description
Incorporated by
Reference from
Filed
Herewith
3.1
Sensient Technologies Corporation Amended and Restated Articles of Incorporation
Exhibit 3.1 to Current Report on Form 8-K dated July 24, 2017 (Commission File No. 1-7626)
3.2
Sensient Technologies Corporation Amended and Restated By-Laws
Exhibit 3.1 to Current Report on Form 8-K filed February 14, 2023 (Commission File No. 1-7626)
4.1(a)
Note Purchase Agreement dated as of April 5, 2013
Exhibit 10.1 to Current Report on Form 8-K dated April 5, 2013 (Commission File No. 1-7626)
4.1(b)
First Amendment dated as of November 6, 2015 to Note Purchase Agreement dated as of April 5, 2013
Exhibit 10.3 to Current Report on Form 8-K dated November 6, 2015 (Commission File No. 1-7626)
4.1(c)
Second Amendment dated as of May 3, 2017 to Note Purchase Agreement dated as of April 5, 2013
Exhibit 10.4 to Current Report on Form 8-K dated May 5, 2017 (Commission File No. 1-7626)
4.1(d)
Third Amendment dated as of June 22, 2018 to Note Purchase Agreement dated as of April 5, 2013
Exhibit 4.2(d) to Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (Commission File No. 1-7626)
58
Index
4.1(e)
Fourth Amendment dated as of May 6, 2021 to Note Purchase Agreement dated as of April 5, 2013
Exhibit 4.1 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)
4.2(a)
Note Purchase Agreement dated as of May 3, 2017
Exhibit 10.2 to Current Report on Form 8-K dated May 5, 2017 (Commission File No. 1-7626)
4.2(b)
First Amendment dated as of June 22, 2018 to Note Purchase Agreement dated as of May 3, 2017
Exhibit 4.4(b) to Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (Commission File No. 1-7626)
4.2(c)
Second Amendment dated as of May 6, 2021 to Note Purchase Agreement dated as of May 3, 2017
Exhibit 4.3 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)
4.3(a)
Note Purchase Agreement dated as of November 1, 2018
Exhibit 10.1 to Current Report on Form 8-K dated November 1, 2018 (Commission File No. 1-7626)
4.3(b)
First Amendment dated as of May 6, 2021 to Note Purchase Agreement dated as of November 1, 2018
Exhibit 4.4 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)
4.4
Description of Sensient Technologies Corporation’s securities registered pursuant to Section 12 of the Securities Exchange Act
Exhibit 4.5 to Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (Commission File No. 1-7626)
10
Material Contracts
10.1
Management Contracts or Compensatory Plans
10.1(a)
Executive Employment Contract dated as of February 13, 2020, between Sensient Technologies Corporation and Paul Manning
Exhibit 10.1 to Current Report on Form 8-K dated February 13, 2020 (Commission File No. 1-7626)
10.1(b)
Form of Change of Control Employment and Severance Agreement
Exhibit 10.1(b)(3) to Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (Commission File No. 1-7626)
10.1(c)
Sensient Technologies Corporation 2012 Non-Employee Directors Stock Plan
Exhibit 10.1(c)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (Commission File No. 1-7626)
10.1(d)
Sensient Technologies Corporation Directors’ Deferred Compensation Plan
Exhibit 10.1 to Current Report on Form 8-K dated May 28, 2014 (Commission File No. 1-7626)
10.1(e)
Sensient Technologies Corporation Non-Employee Directors’ Retirement Plan
Exhibit 10.2 to Current Report on Form 8-K dated July 25, 2013 (Commission File No. 1-7626)
10.1(f)(1)
Sensient Technologies Corporation Frozen Management Income Deferral Plan
Exhibit 10.5(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
10.1(f)(2)
Sensient Technologies Corporation Management Income Deferral Plan
Exhibit 10.5(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
10.1(g)(1)
Sensient Technologies Corporation Frozen Executive Income Deferral Plan
Exhibit 10.4(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
59
Index
10.1(g)(2)
Sensient Technologies Corporation Executive Income Deferral Plan
Exhibit 10.4(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
10.1(h)
Amended and Restated Sensient Technologies Corporation Rabbi Trust “A” Agreement dated November 30, 2009, between Sensient Technologies Corporation and Wells Fargo Bank, N.A.
Exhibit 10.1(l) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626)
10.1(i)(1)
Amended and Restated Sensient Technologies Corporation Rabbi Trust “B” Agreement dated November 30, 2009, between Sensient Technologies Corporation and Wells Fargo Bank, N.A.
Exhibit 10.1(m) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626)
10.1(i)(2)
Amendment No. 1 to the Amended and Restated Sensient Technologies Corporation Rabbi Trust “B” Agreement
Exhibit 10.1(m)(2) to Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No. 1-7626)
10.1(j)
Amended and Restated Sensient Technologies Corporation Rabbi Trust “C” Agreement dated November 30, 2009, between Sensient Technologies Corporation and Wells Fargo Bank, N.A.
Exhibit 10.1(n) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626)
10.1(k)(1)
Sensient Technologies Corporation Form of Supplemental Executive Retirement Plan A Agreement
Exhibit 10.1(s) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-7626)
10.1(k)(2)
Form of Amendment No. 1 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan A
Exhibit 10.1(s)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (Commission file No. 1-7626)
10.1(k)(3)
Form of Amendment No. 2 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan A
Exhibit 10.1 to Current Report on Form 8-K dated April 22, 2010 (Commission File No. 1-7626)
10.1(l)(1)
Sensient Technologies Corporation Form of Supplemental Executive Retirement Plan B Agreement
Exhibit 10.1(t) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-7626)
10.1(l)(2)
Form of Amendment No. 1 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan B
Exhibit 10.1(t)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (Commission File No. 1-7626)
10.1(l)(3)
Form of Amendment No. 2 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan B
Exhibit 10.2 to Current Report on Form 8-K dated April 22, 2010 (Commission File No. 1-7626)
60
Index
10.1(m)(1)
Sensient Technologies Frozen Supplemental Benefit Plan
Exhibit 10.6(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
10.1(m)(2)
Sensient Technologies Supplemental Benefit Plan
Exhibit 10.6(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
10.1(n)
Sensient Technologies Corporation Policy on Recovery of Incentive Compensation from Executives
Exhibit 10.1 to Current Report on Form 8-K dated December 8, 2011 (Commission File No. 1-7626)
10.1(o)(1)
Form of Performance Stock Unit Agreement
Exhibit 10.3 to Current Report on Form 8-K dated May 28, 2014 (Commission File No. 1-7626)
10.1(o)(2)
Form of Restricted Stock Agreement
Exhibit 10.1 to Current Report on Form 8-K dated December 10, 2020 (Commission File No. 1-7626)
10.1(o)(3)
Form of Restricted Stock Unit Agreement
Exhibit 10.2 to Current Report on Form 8-K dated December 10, 2020 (Commission File No. 1-7626)
10.1(p)
Sensient Technologies Corporation 2017 Stock Plan, as amended and restated
Appendix B to Definitive Proxy Statement filed on Schedule 14A on March 16, 2022 (Commission File No. 1-7626)
10.1(q)
Sensient Technologies Management Incentive Compensation Plan, as amended on February 10, 2022
Exhibit 10.1(q) to Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (Commission File No. 1-7626)
10.2(a)
Third Amended and Restated Credit Agreement dated as of May 5, 2021
Exhibit 10.1 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)
10.2(b)
First Amendment to the Third Amended and Restated Credit Agreement, dated as of December 14, 2022
Exhibit 10.1 to Current Report on Form 8-K filed December 20, 2022 (Commission File No. 1-7626)
10.3(a)
Receivables Sale Agreement dated as of October 3, 2016
Exhibit 10.1 to Current Report on Form 8-K dated October 3, 2016 (Commission File No. 1-7626)
10.3(b)
Amendment No. 1 to the Receivables Sale Agreement, dated as of October 2, 2017
Exhibit 10.1 to Current Report on Form 8-K dated October 2, 2017 (Commission File No. 1-7626)
10.4(a)
Receivables Purchase Agreement dated as of October 3, 2016
Exhibit 10.2 to Current Report on Form 8-K dated October 3, 2016 (Commission File No. 1-7626)
10.4(b)
Amendment No. 1 to the Receivables Purchase Agreement and Performance Undertaking, dated as of October 2, 2017
Exhibit 10.2 to Current Report on Form 8-K dated October 2, 2017 (Commission File No. 1-7626)
61
Index
10.4(c)
Amendment No. 2 to Receivables Purchase Agreement, dated as of June 26, 2018
Exhibit 10.5(c) to Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (Commission File No. 1-7626)
10.4(d)
Amendment No. 3 to Receivables Purchase Agreement, dated as of October 1, 2018
Exhibit 10.1 to Current Report on Form 8-K dated October 1, 2018 (Commission File No. 1-7626)
10.4(e)
Amendment No. 4 to Receivables Purchase Agreement, dated as of October 1, 2019
Exhibit 10.1 to Current Report on Form 8-K dated October 7, 2019 (Commission File No. 1-7626)
10.4(f)
Amendment No. 5 to Receivables Purchase Agreement, dated as of October 1, 2020
Exhibit 10.1 to Current Report on Form 8-K dated October 1, 2020 (Commission File No. 1-7626)
10.4(g)
Amendment No. 6 to Receivables Purchase Agreement, dated as of November 12, 2020
Exhibit 10.4(g) to Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Commission File No. 1-7626)
10.4(h)
Amendment No. 7 to Receivables Purchase Agreement, dated as of October 1, 2021
Exhibit 10.1 to Current Report on Form 8-K filed October 5, 2021 (Commission File No. 1-7626)
10.4(i)
Amendment No. 8 to Receivables Purchase Agreement, dated as of February 28, 2022
Exhibit 10.1 to Current Report on Form 8-K filed March 4, 2022 (Commission File No. 1-7626)
10.4(j)
Amendment No. 9 to Receivables Purchase Agreement, dated as of August 31, 2022
Exhibit 10.1 to Current Report on Form 8-K filed September 6, 2022 (Commission File No. 1-7626)
10.5
Performance Undertaking made as of October 3, 2016
Exhibit 10.3 to Current Report on Form 8-K dated October 3, 2016 (Commission File No. 1-7626)
10.6
Loan Agreement dated as of November 7, 2022
Exhibit 10.1 to Current Report on Form 8-K filed November 8, 2022 (Commission File No. 1-7626)
21
Subsidiaries of the Registrant
X
23.1
Consent of Ernst & Young LLP
X
31
Certifications of Sensient’s President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act
X
32
Certifications of Sensient’s President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, pursuant to 18 United States Code § 1350
X
101.INS*
Inline Instance Document
X
62
Index
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*The following financial information is formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Consolidated Statements of Earnings for the twelve months ended December 31,
2022, 2021, and 2020; (ii) Consolidated Statements of Comprehensive Income for the twelve months ended December 31, 2022, 2021, and 2020; (iii) Consolidated Balance Sheets as of December 31, 2022 and 2021; (iv) Consolidated Statements of
Shareholders’ Equity for the twelve months ended December 31, 2022, 2021, and 2020; (v) Consolidated Statements of Cash Flows for the twelve months ended December 31, 2022, 2021, and 2020; and (vi) Notes to Consolidated Financial Statements.
63
Index
Financial Statement Schedule
Schedule II
Valuation and Qualifying Accounts (in thousands); Years Ended December 31, 2022, 2021, and 2020
Valuation Accounts Deducted in the Balance Sheet From the Assets to Which They Apply
Balance
at Beginning
of Period
Additions
Charged to
Costs and
Expenses
Additions
Recorded
During
Acquisitions
Deductions
(A)
Balance at
End of
Period
2020
Allowance for losses:
Trade accounts receivable
$
4,563
$
565
$
0
$
1,693
$
3,435
2021
Allowance for losses:
Trade accounts receivable
$
3,435
$
1,631
$
0
$
189
$
4,877
2022
Allowance for losses:
Trade accounts receivable
$
4,877
$
944
$
0
$
1,385
$
4,436
(A) Accounts written off, net of recoveries.
In 2021, $ 456 thousand was moved from Assets Held for Sale to
Trade Accounts Receivable on the Consolidated Balance Sheet related to the fragrances divestiture.
All other schedules are omitted because they are inapplicable, not required by the instructions, or the information is included in the consolidated
financial statements or notes thereto.
Item 16.
Form 10-K Summary.
None.
64
Index
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SENSIENT TECHNOLOGIES CORPORATION
/s/ John J. Manning
John J. Manning
Senior Vice President, General Counsel and Secretary
Dated: February 17, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February 17, 2023, by the following persons on behalf of the Registrant and in the capacities
indicated.
/s/ Paul Manning
/s/ Sharad P. Jain
Paul Manning
Sharad P. Jain
Chairman of the Board, President and
Director
Chief Executive Officer
/s/ Stephen J. Rolfs
/s/ Donald W. Landry
Stephen J. Rolfs
Donald W. Landry
Senior Vice President and
Director
Chief Financial Officer
/s/ Tobin Tornehl
/s/ Deborah McKeithan-Gebhardt
Tobin Tornehl
Deborah McKeithan-Gebhardt
Vice President, Controller and
Director
Chief Accounting Officer
/s/ Joseph Carleone
/s/ Scott Morrison
Joseph Carleone
Scott Morrison
Director
Director
/s/ Mario Ferruzzi
/s/ Elaine R. Wedral
Mario Ferruzzi
Elaine R. Wedral
Director
Director
/s/ Carol R. Jackson
/s/ Essie Whitelaw
Carol R. Jackson
Essie Whitelaw
Director
Director
65