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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-17 · 64 added, 68 removed, 231 unchanged (36% of the section changed)

1 unchanged sentence

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.

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, 2023, 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, 2023.

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.

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.

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

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

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, 2023.

The Company’s internal control over financial reporting as of December 31,

2023, 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.

There have been no changes in the Company’s internal control over financial reporting during the

quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

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.

We have audited Sensient Technologies Corporation’s internal control over financial reporting as of December 31, 2023, 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 (the Company) maintained, in all material respects, effective internal control over

financial reporting as of December 31, 2023, 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 the Company as of December 31, 2023 and 2022, 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, 2023, and

the related notes and the financial statement schedule listed in the Index at Item 15 and our report dated February 22, 2024 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

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.

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.

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

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 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;

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.

(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

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.

5 unchanged sentences

Other Information

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

2 unchanged sentences

Company to be filed with the Commission within 120 days after December 31, 2023 (2024 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.

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.

Executive Compensation.

1 unchanged sentence

“Equity Compensation Plan Information” portions of the 2024 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.

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 2024 Proxy Statement.

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

3 unchanged sentences

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.

in the 2024 Proxy Statement is incorporated by reference.

Principal Accountant Fees and Services.

The disclosure regarding principal accountant fees and services appearing under “Audit Committee Report” in the 2024 Proxy Statement is incorporated by reference.

Exhibit and Financial Statement Schedules.

Exhibits 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

List of Financial Statements and Financial Statement Schedule

Consolidated Balance Sheets – December 31, 2023 and 2022

13 unchanged sentences

Exhibit 3.1 to Current Report on Form 8-K filed February 14, 2023 (Commission File No.

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.

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.

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.

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.

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.

Note Purchase Agreement dated as of May 3, 2017

8 unchanged sentences

Exhibit 4.4 to Current Report on Form 8-K filed May 11, 2021 (Commission File No.

Note Purchase Agreement dated as of May 31, 2023

Exhibit 10.1 to Current Report on Form 8-K filed June 5, 2023 (Commission File No.

Note Purchase Agreement dated as of November 29, 2023

Exhibit 10.1 to Current Report on Form 8-K filed December 1, 2023 (Commission File No.

Description of Sensient Technologies Corporation’s securities registered pursuant to Section 12 of the Securities Exchange Act

49 unchanged sentences

Exhibit 10.6(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No.

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.

Form of Performance Stock Unit Agreement

46 unchanged sentences

Exhibit 10.1 to Current Report on Form 8-K filed September 6, 2022 (Commission File No.

Amendment No.

10 to Receivables Purchase Agreement, dated as of August 31, 2023

Exhibit 10.1 to Current Report on Form 8-K filed September 6, 2023 (Commission File No.

Performance Undertaking made as of October 3, 2016

6 unchanged sentences

Certifications of Sensient’s President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, pursuant to 18 United States Code § 1350

Sensient Technologies Corporation Policy Relating to Recovery of Erroneously Awarded Compensation

Inline Instance Document

54 unchanged sentences

/s/ Mario Ferruzzi

/s/ Elaine R.

Mario Ferruzzi

/s/ Essie Whitelaw

Mario Ferruzzi

Essie Whitelaw

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