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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.
−Removed: We have adopted the “Interface Code of Business Conduct and Ethics” (the “Code”) which applies to all of our employees, officers and directors, including the Chief Executive Officer and Chief Financial Officer.
+Added: We have adopted the “Interface Code of Conduct” (the “Code”) which applies to all of our employees, officers and directors, including the Chief Executive Officer and Chief Financial Officer.
The Code may be viewed on our website at www.interface.com .
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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.
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+Added: Ta b le of Contents
EXECUTIVE COMPENSATION
−Removed: The information contained under the captions “Executive Compensation and Related Items,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” and “Potential Payments upon Termination or Change in Control” 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.
+Added: The information contained under the captions “Executive Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” and “Potential Payments upon Termination or Change in Control” in our definitive Proxy Statement for our 2023 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 2022 fiscal year, is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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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 2023 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 2022 fiscal year, is incorporated herein by reference.
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+Added: Ta b le of Contents
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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and subsidiaries and related Reports of Independent Registered Public Accounting Firm are contained in Item 8 of this Report:
−Removed: Consolidated Statements of Operations and Comprehensive Income (Loss) — fiscal years ended January 2, 2022, January 3, 2021 and December 29, 2019.
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss) — fiscal years ended January 1, 2023, January 2, 2022 and January 3, 2021.
Consolidated Balance Sheets — January 1, 2023 and January 2, 2022.
−Removed: Consolidated Statements of Cash Flows — fiscal years ended January 2, 2022, January 3, 2021, and December 29, 2019.
+Added: Consolidated Statements of Cash Flows — fiscal years ended January 1, 2023, January 2, 2022, and January 3, 2021.
Notes to Consolidated Financial Statements
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Schedule II — Valuation and Qualifying Accounts and Reserves
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The following exhibits are filed or furnished with this Report:
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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).*
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+Added: Ta b le of Contents
10.7 Form of Indemnity Agreement of Officer (as used for certain officers of the Company, including Daniel T.
−Removed: Hendrix, David B.
+Added: Hendrix, Laurel M.
+Added: Hurd, David B.
Foshee, Bruce A.
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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) ;
−Removed: and Ninth Amendment ther e to, dated as of December 31, 2020 .*
+Added: and Ninth Amendment thereto, dated as of December 31, 2020 (included as Exhibit 10.9 to the Company's annual report on Form 10-K for the year ended January 2, 2022, previously filed with the Commission and incorporated herein by reference).*
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.
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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).*
−Removed: 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).*
−Removed: 10.19 Form of Severance Protection and Change in Control Agreement (as used for David B.
−Removed: Foshee) (included as Exhibit 10.19 to the 2020 10-K, previously filed with the Commission and incorporated herein by reference).*
+Added: 10.18 Contract of Employment of Nigel Stansfield dated August 15, 2022 (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on August 19, 2022, 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.
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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).*
−Removed: Tab le of Contents
+Added: 10.20 Employment Offer Letter for Laurel M.
+Added: Hurd dated March 3, 2022 (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on March 7, 2022, previously filed with the Commission and incorporated herein by reference).*
+Added: 10.21 Severance Protection and Change in Control Agreement of Laurel M.
+Added: Hurd dated April 18, 2022 (included as Exhibit 99.1 to the Company’s current report on Form 8-K/A filed on April 21, 2022, previously filed with the Commission and incorporated herein by reference).*
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+Added: 10.22 Severance Protection and Change in Control Agreement of Nigel Stansfield dated August 15, 2022 (included as Exhibit 99.2 to the Company’s current report on Form 8-K filed on August 19, 2022, previously filed with the Commission and incorporated herein by reference).*
+Added: 10.23 Fifth Amendment to Second Amended and Restated Syndicated Facility Agreement, dated as of October 14, 2022 (included as Exhibit 10.1 to the Company’s current report on Form 8-K filed on October 17, 2022, previously filed with the Commission and incorporated herein by reference).
21 Subsidiaries of the Company.
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* Management contract or compensatory plan or agreement required to be filed pursuant to Item 15(b) of this Report.
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FORM 10-K SUMMARY
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January 2, 2022 6,643 ( 705 ) — 978 4,960
−Removed: December 29, 2019 3,540 881 — 628 3,793
+Added: January 3, 2021 3,793 3,777 — 927 6,643
(A) Includes changes in foreign currency exchange rates.
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January 2, 2022 3,248 366 — 912 2,702
−Removed: December 29, 2019 3,495 1,519 — 1,161 3,853
+Added: January 3, 2021 3,853 1,062 — 1,667 3,248
(A) Includes changes in foreign currency exchange rates.
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(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.)
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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.
March 1, 2023 INTERFACE, INC.
−Removed: /s/ DANIEL T.
+Added: /s/ LAUREL M.
President and Chief Executive Officer
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel T.
−Removed: Hendrix as attorney-in-fact, with power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laurel M.
+Added: Hurd as attorney-in-fact, with power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.
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.
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+Added: Ta b le of Contents
Signature Capacity Date
−Removed: /s/ DANIEL T.
−Removed: HENDRIX President, Chief Executive Officer and Chairman of the Board and Director March 2, 2022
−Removed: Hendrix (Principal Executive Officer)
+Added: /s/ LAUREL M.
+Added: HURD President, Chief Executive Officer and Director March 1, 2023
+Added: Hurd (Principal Executive Officer)
HAUSMANN Vice President and Chief Financial Officer March 1, 2023
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Robert Pridgen (Principal Accounting Officer)
+Added: /s/ DANIEL T.
+Added: HENDRIX Chairman of the Board and Director March 1, 2023
BURKE Director March 1, 2023
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DAVID KOHLER Director March 1, 2023
−Removed: /s/ SHERYL D.
−Removed: PALMER Director March 2, 2022
+Added: /s/ ROBERT T.
+Added: O’BRIEN Director March 1, 2023
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.