What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-02 compared with 2021-03-03 · 33 added, 31 removed, 156 unchanged (29% of the section changed)

13 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information contained under the captions “Nomination and Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Meetings and Committees of the Board” in our definitive Proxy Statement for our 2021 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of our 2020 fiscal year, is incorporated herein by reference.

The information contained under the captions “Nomination and Election of Directors,” “Delinquent Section 16(a) Reports” and “Meetings and Committees of the Board” in our definitive Proxy Statement for our 2022 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of our 2021 fiscal year, is incorporated herein by reference.

Pursuant to Instruction 3 to Paragraph (b) of Item 401 of Regulation S-K, information relating to our executive officers is included in Item 1 of this Report.

3 unchanged sentences

Any waiver of the Code for executive officers or directors may be made only by our Board of Directors and will be disclosed to the extent required by law or Nasdaq rules on our website or in a filing on Form 8-K.

Tab le of Contents

EXECUTIVE COMPENSATION

8 unchanged sentences

The information contained under the captions “Audit and Non-Audit Fees” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors” in our definitive Proxy Statement for our 2022 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of our 2021 fiscal year, is incorporated herein by reference.

Tab le of Contents

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

and subsidiaries and related Reports of Independent Registered Public Accounting Firm are contained in Item 8 of this Report:

Consolidated Statements of Operations and Comprehensive Income (Loss) — fiscal years ended January 3, 2021, December 29, 2019 and December 30, 2018.

Consolidated Balance Sheets — January 3, 2021 and December 29, 2019.

Consolidated Statements of Cash Flows — fiscal years ended January 3, 2021, December 29, 2019, and December 30, 2018.

Consolidated Statements of Operations and Comprehensive Income (Loss) — fiscal years ended January 2, 2022, January 3, 2021 and December 29, 2019.

Consolidated Balance Sheets — January 2, 2022 and January 3, 2021.

Consolidated Statements of Cash Flows — fiscal years ended January 2, 2022, January 3, 2021, and December 29, 2019.

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm ( BDO USA, LLP , Atlanta, Georgia , PCAOB ID:

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

3 unchanged sentences

Schedule II — Valuation and Qualifying Accounts and Reserves

Tab le of Contents

The following exhibits are filed or furnished with this Report:

26 unchanged sentences

and Fourth Amendment thereto, dated as of December 31, 2003 (included as Exhibit 10.7 to the 2003 10-K, previously filed with the Commission and incorporated herein by reference).*

10.6 Amended and Restated Employment and Change in Control Agreement of Jay D.

Gould dated as of March 3, 2017 (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on April 14, 2017, previously filed with the Commission and incorporated herein by reference).*

10.6 Form of Indemnity Agreement of Director (as used for directors of the Company) (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on November 30, 2005, previously filed with the Commission and incorporated herein by reference).*

10.8 Form of Indemnity Agreement of Officer (as used for certain current and former officers of the Company, including Daniel T.

Hendrix , Jay D.

Gould , David B.

Foshee, and Matthew J.

Miller ) (included as Exhibit 99.2 to the Company’s current report on Form 8-K filed on November 30, 2005, previously filed with the Commission and incorporated herein by reference).*

Tab le of Contents

10.7 Form of Indemnity Agreement of Officer (as used for certain officers of the Company, including Daniel T.

Hendrix, David B.

Foshee, Bruce A.

Hausmann , James Poppens and Nigel Stansfield ) (included as Exhibit 99.2 to the Company’s current report on Form 8-K filed on November 30, 2005, previously filed with the Commission and incorporated herein by reference).*

10.8 Interface, Inc.

8 unchanged sentences

Seventh Amendment thereto (included as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on August 11, 2020, previously filed with the Commission and incorporated herein by reference) ;

and Ei ghth Amendment thereto, dated November 19, 2020 (included as Exhibit 10.1 to the Company ’ s current report on Form 8-K filed on November 24, 2020, previously filed with the Commission and incorporated herein by reference).*

Eighth Amendment thereto, dated November 19, 2020 (included as Exhibit 10.1 to the Company’s current report on Form 8-K filed on November 24, 2020, previously filed with the Commission and incorporated herein by reference) ;

and Ninth Amendment ther e to, dated as of December 31, 2020 .*

10.10 Second Amended and Restated Security and Pledge Agreement, dated as of August 7, 2018, among Interface, Inc., certain subsidiaries of the Company as obligors, and Bank of America, N.A.

7 unchanged sentences

10.15 Third Amendment to Second Amended and Restated Syndicated Facility Agreement, dated as of November 17, 2020 (included as Exhibit 10.1 to the Company’s current report on Form 8-K filed on November 18, 2020, previously filed with the Commission and incorporated herein by reference).

10.16 Fourth Amendment to Second Amended and Restated Syndicated Facility Agreement dated as of December 9, 2021 (included as Exhibit 99.2 to the Company’s current report on Form 8-K/A filed on December 21, 2021, previously filed with the Commission and incorporated herein by reference).

10.17 Interface, Inc.

2020 Omnibus Stock Incentive Plan (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on May 28, 2020, previously filed with the Commission and incorporated herein by reference).*

10.18 Contract of employment of Nigel Stansfield.*

10.18 Contract of employment of Nigel Stansfield (included as Exhibit 10.18 to the Company's annual report on Form 10-K for the year ended January 3, 2021 (the “ 2 020 10-K ” ), previously filed with the Commission and incorporated herein by reference).*

10.19 Form of Severance Protection and Change in Control Agreement (as used for David B.

Foshee and Matthew J.

Foshee) (included as Exhibit 10.19 to the 2020 10-K, previously filed with the Commission and incorporated herein by reference).*

10.20 Form of Severance Protection and Change in Control Agreement (as used for David B.

Foshee, Bruce A.

Hausmann, and James Poppens) (included as Exhibit 99.1 to the Company’s current report on Form 8-K/A filed on December 21, 2021, previously filed with the Commission and incorporated herein by reference).*

Tab le of Contents

21 Subsidiaries of the Company.

13 unchanged sentences

* Management contract or compensatory plan or agreement required to be filed pursuant to Item 15(b) of this Report.

Tab le of Contents

FORM 10-K SUMMARY

9 unchanged sentences

January 2, 2022 $ 6,643 $ ( 705 ) $ — $ 978 $ 4,960

December 29, 2019 3,540 881 — 628 3,793

December 30, 2018 3,493 1,848 — 1,801 3,540

(A) Includes changes in foreign currency exchange rates as well as the addition of the nora reserves since the acquisition date.

(B) Write off of bad debt, and recovering of previously provided for amounts.

OF YEAR COLUMN B

EXPENSES (A) COLUMN C

(DESCRIBE) (C) COLUMN E

(in thousands)

Restructuring Reserve

January 3, 2021 3,793 3,777 — 927 6,643

December 29, 2019 3,540 881 — 628 3,793

December 30, 2018 2,568 11,961 8,569 2,622 11,907

(A) Includes changes in foreign currency exchange rates as well as the nora reserves since the acquisition date.

(B) Direct reduction of asset carrying value, not included in restructuring reserve.

(A) Includes changes in foreign currency exchange rates.

(B) Write off of bad debt, and recovery of previously provided for amounts.

OF YEAR COLUMN B

5 unchanged sentences

January 2, 2022 $ 3,248 $ 366 $ — $ 912 $ 2,702

December 29, 2019 3,495 1,519 — 1,161 3,853

January 3, 2021 3,853 1,062 — 1,667 3,248

December 29, 2019 3,495 1,519 — 1,161 3,853

(A) Includes changes in foreign currency exchange rates as well as the nora reserves since the acquisition date.

(A) Includes changes in foreign currency exchange rates.

(B) Represents credits and costs applied against reserve and adjustments to reflect actual exposure.

(All other Schedules for which provision is made in the applicable accounting requirements of the Securities and Exchange Commission are omitted because they are either not applicable or the required information is shown in the Company’s consolidated financial statements or the notes thereto.)

Tab le of Contents

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.

6 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Tab le of Contents

Signature Capacity Date

1 unchanged sentence

HENDRIX President, Chief Executive Officer and Chairman of the Board and Director March 2, 2022

Hendrix (Principal Executive Officer)

HAUSMANN Vice President and Chief Financial Officer March 2, 2022

12 unchanged sentences

KILBANE Director March 2, 2022

/s/ DAVID KOHLER Director March 3, 2021

DAVID KOHLER Director March 2, 2022

/s/ SHERYL D.

1 unchanged sentence

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