What changed in this filing

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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-03-01 · 37 added, 44 removed, 152 unchanged (35% of the section changed)

9 unchanged sentences

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial reporting as of January 1, 2023 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control – Integrated Framework (2013).” Based on that assessment, management concluded that, as of January 1, 2023, our internal control over financial reporting was effective based on those criteria.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control – Integrated Framework (2013).” Based on that assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting was effective based on those criteria.

Our independent auditors have issued an audit report on the effectiveness of our internal control over financial reporting.

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OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) 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 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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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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EXECUTIVE COMPENSATION

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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 2024 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 2023 fiscal year, is incorporated herein by reference.

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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:

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.

Consolidated Statements of Cash Flows — fiscal years ended January 1, 2023, January 2, 2022, and January 3, 2021.

Consolidated Statements of Operations and Comprehensive Income — fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022.

Consolidated Balance Sheets — December 31, 2023 and January 1, 2023.

Consolidated Statements of Cash Flows — fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022.

Notes to Consolidated Financial Statements

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

Report of Independent Registered Public Accounting Firm ( BDO USA, P.C.

, Atlanta, Georgia , PCAOB ID:

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

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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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Hendrix) (included as Exhibit 99.5 to the Company’s current report on Form 8-K filed on January 7, 2008, previously filed with the Commission and incorporated herein by reference).*

10.3 Interface, Inc.

Omnibus Stock Incentive Plan (as amended and restated effective February 18, 2015) (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on May 20, 2015, previously filed with the Commission and incorporated herein by reference) ;

Form of Restricted Stock Agreement, as used for executive officers (included as Exhibit 10.5 to the Company’s annual report on Form 10-K for the year ended December 30, 2007, previously filed with the Commission and incorporated herein by reference) ;

Form of Performance Share Agreement (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on January 20, 2016, previously filed with the Commission and incorporated herein by reference) ;

Form of Restricted Stock Agreement, as used for executive officers (included as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on May 11, 2017, previously filed with the Commission and incorporated herein by reference) ;

Form of Performance Share Agreement for executive officers (included as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q filed on May 11, 2017, previously filed with the Commission and incorporated herein by reference) ;

10.3 Form of Restricted Stock Agreement, as used for directors (included as Exhibit 10.3 to the Company’s quarterly report on Form 10-Q filed on May 11, 2017, previously filed with the Commission and incorporated herein by reference) ;

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

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Fourth Amendment thereto, dated August 9, 2012 (included as Exhibit 10.22 to the 2012 10-K, previously filed with the Commission and incorporated herein by reference) ;

Fifth Amendment thereto, dated September 6, 2019 (included as Exhibit 99.6 to the Company ’ s registration statement o n Form S-8 filed on March 24, 2023, previously filed with the Commission and incorporated herein by reference) ;

Sixth Amendment thereto, dated March 30, 2020 (included as Exhibit 10.1 to the Company’s current report on Form 8-K filed on March 31, 2020, previously filed with the Commission and incorporated herein by reference) ;

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as Administrative Agent (included as Exhibit 10.14 to the Company’s annual report on Form 10-K for the year ended December 29, 2019, previously filed with the Commission and incorporated herein by reference).

10.11 Employment Offer Letter to Bruce A.

Hausmann (included as Exhibit 10.3 to the Company’s quarterly report on Form 10-Q filed on May 11, 2018, previously filed with the Commission and incorporated herein by reference).*

10.11 First Restatement Agreement, dated as of July 20, 2018, among Interface, Inc., certain subsidiaries of the Company as borrowers, certain subsidiaries of the Company as guarantors, Bank of America, N.A.

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10.15 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).

10.16 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).

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) ;

Form of 2023 Restricted Share Unit Agreement for executive officers (included as Exhibit 10.1 to the Company ’ s quarterly report on Form 10-Q filed on May 9, 2023, previously filed with the Commission and incorporated herein by reference) ;

and Form of 2023 Performance Share Agreement for executive officers (included as Exhibit 10.2 to the Company ’ s quarterly report on Form 10-Q filed on May 9, 2023, previ ously filed with the Commission and incorporated her ein by reference).*

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).*

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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).*

10.20 Employment Offer Letter for Laurel M.

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).*

10.20 Severance Protection and Change in Control Agreement of Laurel M.

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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10.21 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).*

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).

10.22 C onsent Letter to Second Ame nded and Restated Syndicated Facility Agreement, dated as of November 23, 2023.

21 Subsidiaries of the Company.

23 Consent of BDO USA, LLP.

23 Consent of BDO USA, P.C.

24 Power of Attorney (see signature page of this Report).

31.1 Certification of Chief Executive Officer with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2023.

31.2 Certification of Chief Financial Officer with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2023.

32.1 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Chief Executive Officer with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2023.

32.2 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Chief Financial Officer with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2023.

31.1 Certification of Chief Executive Officer with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

31.2 Certification of Chief Financial Officer with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Interface, Inc.

Clawback Policy

101.INS XBRL Instance Document – The Instance Document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document.

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101.DEF XBRL Taxonomy Definition Linkbase Document.

104 The cover page from this Annual Report on Form 10-K for the year ended January 1, 2023, formatted in Inline XBRL.

104 The cover page from this Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL.

* 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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Allowance for Expected Credit Losses

January 1, 2023 $ 4,960 $ ( 357 ) $ — $ 651 $ 3,952

December 31, 2023 $ 3,952 $ ( 527 ) $ — $ 472 $ 2,953

January 1, 2023 4,960 ( 357 ) — 651 3,952

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Warranty and Sales Allowances Reserves

January 1, 2023 $ 2,702 $ ( 41 ) $ — $ 570 $ 2,091

December 31, 2023 $ 2,091 $ 3,624 $ — $ 1,413 $ 4,302

January 1, 2023 2,702 ( 41 ) — 570 2,091

3 unchanged sentences

(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.

February 28, 2024 INTERFACE, INC.

/s/ LAUREL M.

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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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Signature Capacity Date

/s/ LAUREL M.

HURD President, Chief Executive Officer and Director March 1, 2023

HURD President, Chief Executive Officer and Director February 28, 2024

Hurd (Principal Executive Officer)

HAUSMANN Vice President and Chief Financial Officer March 1, 2023

HAUSMANN Vice President and Chief Financial Officer February 28, 2024

Hausmann (Principal Financial Officer)

/s/ ROBERT PRIDGEN Vice President and Chief Accounting Officer March 1, 2023

/s/ ROBERT PRIDGEN Vice President and Chief Accounting Officer February 28, 2024

Robert Pridgen (Principal Accounting Officer)

/s/ DANIEL T.

HENDRIX Chairman of the Board and Director March 1, 2023

BURKE Director March 1, 2023

/s/ DWIGHT GIBSON Director March 1, 2023

HENDRIX Chairman of the Board and Director February 28, 2024

BURKE Director February 28, 2024

/s/ DWIGHT GIBSON Director February 28, 2024

Dwight Gibson

/s/ CHRISTOPHER G.

KENNEDY Director March 1, 2023

KENNEDY Director February 28, 2024

Christopher G.

/s/ JOSEPH KEOUGH Director March 1, 2023

/s/ JOSEPH KEOUGH Director February 28, 2024

Joseph Keough

/s/ CATHERINE M.

KILBANE Director March 1, 2023

DAVID KOHLER Director March 1, 2023

KILBANE Director February 28, 2024

DAVID KOHLER Director February 28, 2024

/s/ CATHERINE MARCUS

February 28, 2024

Catherine Marcus

/s/ ROBERT T.

O’BRIEN Director March 1, 2023

O’BRIEN Director February 28, 2024

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