What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-27 · 101 added, 89 removed, 110 unchanged (63% of the section changed)

4 unchanged sentences

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2020, the Company's disclosure controls and procedures were effective to provide reasonable assurance that they would meet their objectives.

We completed the acquisition of Affaba & Ferrari Srl ("Affaba & Ferrari") in December 2020 and have not yet included Affaba & Ferrari in our assessment of the effectiveness of our internal control over financial reporting.

Accordingly, pursuant to the SEC's general guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our disclosure controls and procedures does not include Affaba & Ferrari.

For fiscal 2020, Affaba & Ferrari accounted for approximately $0.7 million of our total net sales and as of December 31, 2020 had total assets of approximately $141 million.

Management's Annual Report on Internal Control Over Financial Reporting

6 unchanged sentences

In order to ensure that the Company's internal control over financial reporting is effective, management regularly assesses such controls and did so most recently for its financial reporting as of December 31, 2020.

Management's assessment of internal control over financial reporting as of December 31, 2020 excludes internal control over financial reporting related to Affaba & Ferrari (acquired in December 2020), which accounted for approximately $0.7 million of our total net sales and as of December 31, 2020 had total assets of approximately $141 million.

Management's assessment was based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

7 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2020, of the Company and our report dated February 25, 2021, expressed an unqualified opinion on those financial statements and financial statement schedule.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Affaba & Ferrari Srl (“Affaba & Ferrari”), which was acquired in December 2020, whose financial statements accounted for approximately $141 million of total assets and $0.7 million of total net sales of the consolidated financial statements amounts as of and for the year ended December 31, 2020.

Accordingly, our audit did not include the internal control over financial reporting at Affaba & Ferrari.

Basis for Opinion

20 unchanged sentences

Other Information

Not applicable.

TriMas has proactively taken steps to focus its business portfolio, and as such has also undertaken initiatives to streamline its overall infrastructure approach.

In connection with actions taken over the past year, the Company is re-aligning its legal department.

On February 24, 2021, the Company and Joshua A.

Sherbin, the Company’s Senior Vice President, General Counsel and Chief Compliance Officer, agreed that Mr.

Sherbin will cease acting in his officer capacities effective March 5, 2021.

Sherbin will remain employed with the Company through May 11, 2021, the scheduled day of TriMas’ Annual Shareholders meeting, to offer transitional support to TriMas and its legal department as necessary.

Sherbin is a participant under the Company’s Executive Severance/Change of Control Policy, effective as of March 4, 2019 (the “Severance Policy”).

The Company and Mr.

Sherbin are expected to enter into a separation agreement (the “Agreement”) to document the terms of the compensation and benefits Mr.

Sherbin will be entitled to receive under the Severance Policy and otherwise in connection with the termination of his employment.

Sherbin’s termination of employment on May 11, 2021, he will be entitled to receive the following existing benefits under the Severance Policy:

cash severance equal to one year of his base salary plus target annual cash incentive;

one year of health care premium reimbursement;

$25,000 in lieu of outplacement services;

and payment for his annual vacation allotment.

In addition, under the Agreement, Mr.

Sherbin will receive $260,260 in lieu of continued pro-rata participation in the 2021 annual incentive program and his $25,000 annual flexible cash allowance less amounts previously paid during 2021.

Under the Agreement, Mr.

Sherbin will also receive, instead of just pro-rated vesting in his outstanding time-based restricted stock units (“RSUs”) and performance stock units (“PSUs”), accelerated vesting at target in 19,011 PSUs and accelerated vesting in 9,979 RSUs.

All benefits under the Agreement will be subject to applicable tax withholding, and Mr.

Sherbin will adhere to certain customary non-competition and customer and employee non-solicitation obligations set forth in the Severance Policy for a period of 12 months.

Further, the payments and benefits described in the Agreement are generally contingent upon Mr.

Sherbin executing a customary release of claims in connection with his termination of employment on May 11, 2021.

Directors, Executive Officers and Corporate Governance

17 unchanged sentences

Balance Sheet

Statement of Income

Statement of Operations

Statement of Comprehensive Income

6 unchanged sentences

All other schedules are omitted because they are not applicable, not required, or the information is otherwise included in the financial statements or the notes thereto.

Separation and Distribution Agreement, dated as of June 30, 2015, by and between Horizon Global Corporation and TriMas Corporation.**

Asset and Stock Purchase Agreement, dated as of November 1, 2019, by and between TriMas Company LLC and LGC US Holdings, LLC and LGC US Finco, LLC.**

Fourth Amended and Restated Certificate of Incorporation of TriMas Corporation.

Third Amended and Restated By‑laws of TriMas Corporation.

Indenture, dated as of September 20, 2017, among TriMas Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of Note).

Description of Securities of TriMas Corporation.

Stock Purchase Agreement dated as of May 17, 2002, among Heartland Industrial Partners, L.P., TriMas Corporation and Metaldyne Company LLC.

Amendment No.

1 to Stock Purchase Agreement dated as of August 31, 2006, among Heartland Industrial Partners, L.P., TriMas Corporation and Metaldyne Corporation.

Amendment No.

2 to Stock Purchase Agreement dated as of November 27, 2006, among Heartland Industrial Partners, L.P., TriMas Corporation and Metaldyne Corporation.

Asset Purchase Agreement dated as of May 9, 2003, among TriMas Corporation, Metaldyne Corporation and Metaldyne Company LLC.

Credit Agreement, dated October 16, 2013, by and among TriMas Corporation, TriMas Company LLC and JPMorgan Chase bank, N.A., as Administrative Agent and Collateral Agent, and the various lenders from time to time thereto.

Incremental Facility Agreement and Amendment dated as of October 17, 2014, among TriMas Company LLC, the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, the Incremental Tranche A Term Lenders and the other Lenders party thereto.

Replacement Facility Amendment, dated as of June 30, 2015, among TriMas Company LLC, the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto.

Foreign Subsidiary Borrowing Agreement and Amendment dated as of January 10, 2017, among TriMas Company LLC, TriMas Corporation, TriMas Corporation Limited, JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (as defined therein) and as Fronting Lender, JPMorgan Chase Bank, N.A., Bank of America, N.A.

2.2(w) Asset and Stock Purchase Agreement, dated as of November 1, 2019, by and between TriMas Company LLC and LGC US Holdings, LLC and LGC US Finco, LLC.**

3.1(d) Fourth Amended and Restated Certificate of Incorporation of TriMas Corporation.

3.2(i) Third Amended and Restated By‑laws of TriMas Corporation.

4.1(u) Indenture, dated as of September 20, 2017, among TriMas Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of Note).

4.2(y) Description of Securities of TriMas Corporation.

10.5(m) Credit Agreement, dated October 16, 2013, by and among TriMas Corporation, TriMas Company LLC and JPMorgan Chase bank, N.A., as Administrative Agent and Collateral Agent, and the various lenders from time to time thereto.

10.6(o) Incremental Facility Agreement and Amendment dated as of October 17, 2014, among TriMas Company LLC, the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, the Incremental Tranche A Term Lenders and the other Lenders party thereto.

10.7(p) Replacement Facility Amendment, dated as of June 30, 2015, among TriMas Company LLC, the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto.

10.8(s) Foreign Subsidiary Borrowing Agreement and Amendment dated as of January 10, 2017, among TriMas Company LLC, TriMas Corporation, TriMas Corporation Limited, JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (as defined therein) and as Fronting Lender, JPMorgan Chase Bank, N.A., Bank of America, N.A.

and Wells Fargo Bank, National Association, J.P.

Morgan Europe Limited, in its capacity as Foreign Currency Agent, and the Revolving Lenders party hereto.

Amendment, dated as of March 8, 2017 to the Credit Agreement, dated as of October 16, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time), among TriMas Corporation, TriMas Company LLC, the subsidiary borrowers from time to time parties thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto.

Replacement Facility Amendment, dated as September 20, 2017, among TriMas Company LLC, the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto.**

TriMas Corporation 2006 Long Term Equity Incentive Plan Composite Plan Document.*

TriMas Corporation Long Term Equity Incentive Plan Non-Qualified Stock Option Agreement.*

Flexible Cash Allowance Policy.*

2011 TriMas Corporation Omnibus Incentive Compensation Plan.*

Amendment No.

10.9(s) Amendment, dated as of March 8, 2017 to the Credit Agreement, dated as of October 16, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time), among TriMas Corporation, TriMas Company LLC, the subsidiary borrowers from time to time parties thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto.

10.10(u) Replacement Facility Amendment, dated as September 20, 2017, among TriMas Company LLC, the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto.**

10.12(f) TriMas Corporation Long Term Equity Incentive Plan Non-Qualified Stock Option Agreement.*

10.13(g) Flexible Cash Allowance Policy.*

10.14(j) 2011 TriMas Corporation Omnibus Incentive Compensation Plan.*

10.15(k) Amendment No.

1 to the TriMas Corporation 2011 Omnibus Incentive Compensation Plan.*

TriMas Corporation 2017 Equity and Incentive Compensation Plan.*

Executive Severance / Change of Control Policy.*

Form of Non-Qualified Stock Option Agreement under the 2011 Omnibus Incentive Compensation Plan.*

Form of Performance Stock Units Agreement (Three-Year-Vest) - 2017 LTI - under the 2011 Omnibus Incentive Compensation Plan.*

Form of Restricted Stock Units Agreement (Three-Year Vest) - 2017 LTI - under the 2011 Omnibus Incentive Compensation Plan.*

Form of Performance Stock Units Agreement (Three-Year-Vest) - 2018 LTI - under the 2017 Equity and Incentive Compensation Plan.*

Form of Restricted Stock Units Agreement (Three-Year Vest) - 2018 LTI - under the 2017 Equity and Incentive Compensation Plan.*

Form of Restricted Stock Units Agreement (Board Of Directors) (One-Year Vest) - 2018 LTI - under the 2017 Equity and Incentive Compensation Plan.*

2013 Form of Indemnification Agreement.*

Tax Sharing Agreement, dated as of June 30, 2015, by and between Horizon Global Corporation and TriMas Corporation.

Noncompetition and Nonsolicitation Agreement, dated as of June 30, 2015, by and between Horizon Global Corporation and TriMas Corporation.

Offer Letter between TriMas Corporation and Thomas A.

10.16(t) TriMas Corporation 2017 Equity and Incentive Compensation Plan.*

10.17(l) Executive Severance / Change of Control Policy.*

10.24(r) Form of Non-Qualified Stock Option Agreement under the 2011 Omnibus Incentive Compensation Plan.*

10.27(v) Form of Performance Stock Units Agreement (Three-Year-Vest) - 2018 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.28(v) Form of Restricted Stock Units Agreement (Three-Year Vest) - 2018 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.29(v) Form of Restricted Stock Units Agreement (Board Of Directors) (One-Year Vest) - 2018 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.30(n) 2013 Form of Indemnification Agreement.*

10.33(r) Offer Letter between TriMas Corporation and Thomas A.

Amato dated July 23, 2016.

Form of Restricted Stock Units Agreement (Board of Directors) (One-Year Vest) - 2019 LTI - under the 2017 Equity and Incentive Compensation Plan.*

Form of Performance Stock Units Agreement - 2019 LTI - under the 2017 Equity and Incentive Compensation Plan.*

Form of Restricted Stock Units Agreement (Three-Year Vest) - 2019 LTI - under the 2017 Equity and Incentive Compensation Plan.*

Form of Special Performance Stock Units Agreement - 2019 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.34(x) Form of Restricted Stock Units Agreement (Board of Directors) (One-Year Vest) - 2019 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.35(x) Form of Performance Stock Units Agreement - 2019 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.36(x) Form of Restricted Stock Units Agreement (Three-Year Vest) - 2019 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.37(y) Form of Special Performance Stock Units Agreement - 2019 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.38(z) Form of Performance Stock Units Agreement - 2020 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.39(z) Form of Restricted Stock Units Agreement - (Three Year Vest) - 2020 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.40(z) Form of Restricted Stock Units Agreement - (Board of Directors) - 2020 LTI - under the 2017 Equity and Incentive Compensation Plan.*

21.1 TriMas Corporation Subsidiary List.

9 unchanged sentences

101 The following materials from TriMas Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheet, (ii) the Consolidated Statement of Income, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement of Cash Flows, (v) the Consolidated Statement of Shareholders' Equity, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.

(i) the Consolidated Balance Sheet, (ii) the Consolidated Statement of Operations, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement of Cash Flows, (v) the Consolidated Statement of Shareholders' Equity, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

1 unchanged sentence

** Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits and schedules upon request.

Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-4 filed on October 4, 2002 (File No.

Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-4 filed June 9, 2003 (File No.

Incorporated by reference to the Exhibits filed with Amendment No.

1 to our Registration Statement on Form S-1 filed on September 19, 2006 (File No.

Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 3, 2007 (File No.

Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 7, 2008 (File No.

Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on March 6, 2009 (File No.

Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on December 10, 2009 (File No.

Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on March 26, 2010 (File No.

Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on December 18, 2015 (File No.

Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on April 4, 2011 (File No.

Incorporated by reference to Appendix A filed with our Definitive Proxy Statement on Schedule 14A filed on April 5, 2013 (File No.

Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on March 7, 2019 (File No.

Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on October 21, 2013 (File No.

Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on November 13, 2013 (File No.

Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on October 20, 2014 (File No.

Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on July 6, 2015 (File No.

Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on October 27, 2016 (File No.

Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on April 27, 2017 (File No.

Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on July 27, 2017 (File No.

Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on September 20, 2017 (File No.

Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 7, 2018 (File No.

Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on December 20, 2019 (File No.

Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on July 30, 2019 (File No.

(d) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 3, 2007 (File No.

(f) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on March 6, 2009 (File No.

(g) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on December 10, 2009 (File No.

(i) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on December 18, 2015 (File No.

(j) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on April 4, 2011 (File No.

(k) Incorporated by reference to Appendix A filed with our Definitive Proxy Statement on Schedule 14A filed on April 5, 2013 (File No.

(l) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on March 7, 2019 (File No.

(m) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on October 21, 2013 (File No.

(n) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on November 13, 2013 (File No.

(o) Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on October 20, 2014 (File No.

(p) Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on July 6, 2015 (File No.

(r) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on October 27, 2016 (File No.

(s) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on April 27, 2017 (File No.

(t) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on July 27, 2017 (File No.

(u) Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on September 20, 2017 (File No.

(v) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 7, 2018 (File No.

(w) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on December 20, 2019 (File No.

(x) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on July 30, 2019 (File No.

(y) Incorporated by reference to the Exhibits filed with our Annual Report on Form 10-K filed on February 27, 2020 (File No.

(z) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on April 30, 2020 (File No.

Form 10-K Summary

2 unchanged sentences

/s/ THOMAS A.

February 27, 2020

February 25, 2021 Name:

President and Chief Executive Officer

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.

Name Title Date

/s/ THOMAS A.

President and Chief Executive Officer

February 27, 2020

(Principal Executive Officer) and Director

AMATO President and Chief Executive Officer February 25, 2021

Amato (Principal Executive Officer) and Director

/s/ ROBERT J.

Chief Financial Officer

February 27, 2020

(Principal Financial Officer)

Vice President Business Planning, Controller and Chief Accounting Officer

February 27, 2020

(Principal Accounting Officer)

/s/ SAMUEL VALENTI III

Chairman of the Board of Directors

February 27, 2020

ZALUPSKI Chief Financial Officer February 25, 2021

Zalupski (Principal Financial Officer)

SWART Vice President Business Planning, Controller and Chief Accounting Officer February 25, 2021

Swart (Principal Accounting Officer)

/s/ SAMUEL VALENTI III Chairman of the Board of Directors February 25, 2021

Samuel Valenti III

February 27, 2020

BOEHNE Director February 25, 2021

/s/ TERESA M.

February 27, 2020

FINLEY Director February 25, 2021

/s/ JEFFREY M.

February 27, 2020

/s/ EUGENE A.

February 27, 2020

GREENE Director February 25, 2021

/s/ HERBERT K.

February 27, 2020

PARKER Director February 25, 2021

STANAGE Director February 25, 2021

/s/ DANIEL P.

February 27, 2020

TREDWELL Director February 25, 2021

PURSUANT TO ITEM 15(a)(2)

1 unchanged sentence

December 31, 2020, 2019 AND 2018

DEDUCTIONS (A)

DESCRIPTION BALANCE

OF PERIOD CHARGED

EXPENSES CHARGED

ACCOUNTS DEDUCTIONS (A)

Allowance for doubtful accounts deducted from accounts receivable in the balance sheet

3 unchanged sentences

________________________________________

Deductions, representing uncollectible accounts written-off, less recoveries of amounts reserved in prior years.

(A) Deductions, representing uncollectible accounts written-off, less recoveries of amounts reserved in prior years.

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