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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-03-01 · 56 added, 77 removed, 119 unchanged (53% 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, 2022, the Company's disclosure controls and procedures were effective to provide reasonable assurance that they would meet their objectives.

We completed the acquisitions of TFI Aerospace ("TFI") and Omega Plastics ("Omega") in December 2021 and have not yet included TFI and Omega 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 TFI and Omega.

For fiscal 2021, TFI and Omega accounted for approximately $0.3 million and $0.7 million of our total net sales, respectively, and as of December 31, 2021 had total assets of approximately $19.7 million and $28.5 million, respectively.

We completed the acquisition of Intertech Plastics LLC and related companies (collectively, "Intertech") in February 2022 and have not yet included Intertech in our assessment of the effectiveness of our internal control over financial reporting.

For fiscal 2022, Intertech accounted for $28.7 million of our total net sales, and as of December 31, 2022 had total assets of $71.9 million.

Management's Annual Report on Internal Control Over Financial Reporting

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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, 2022.

Management's assessment of internal control over financial reporting as of December 31, 2021 excludes internal control over financial reporting related to TFI and Omega (acquired in December 2021), which accounted for approximately $0.3 million and $0.7 million of our total net sales, respectively, and as of December 31, 2021 had total assets of approximately $19.7 million and $28.5 million, respectively.

Management's assessment of internal control over financial reporting as of December 31, 2022 excludes internal control over financial reporting related to Intertech (acquired in February 2022), which accounted for $28.7 million of our total net sales, and as of December 31, 2022 had total assets of $71.9 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.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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, 2021, of the Company and our report dated March 1, 2022, 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 TFI Aerospace ("TFI") and Omega Plastics ("Omega"), which were acquired in December 2021, whose financial statements accounted for approximately $19.7 million and $28.5 million of total assets, respectively, and $0.3 million and $0.7 million of total net sales, respectively of the consolidated financial statements amounts as of and for the year ended December 31, 2021.

Accordingly, our audit did not include the internal control over financial reporting at TFI and Omega.

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, 2022, of the Company and our report dated February 23, 2023, 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 Intertech, which was acquired in February 2022, whose financial statements accounted for approximately $71.9 million of total assets, and $28.7 million of total net sales of the consolidated financial statements amounts as of and for the year ended December 31, 2022.

Accordingly, our audit did not include the internal control over financial reporting at Intertech.

Basis for Opinion

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Detroit, Michigan

March 1, 2022

February 23, 2023

Changes in disclosure controls and procedures

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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.

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(aa) Indenture, dated as of March 29, 2021, among TriMas Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of Note).

4.3(y) Description of Securities of TriMas Corporation.

10.1(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.

10.2 Amendment to Credit Agreement, dated November 19, 2021, 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.

10.3(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.

10.4(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.

10.5(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.

All documents referenced below were filed pursuant to the Securities Exchange Act of 1934, as amended, by TriMas Corporation (File No.

001-10716), unless otherwise noted.

3.1 Fourth Amended and Restated Certificate of Incorporation of TriMas Corporation, incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2007.

3.2 Third Amended and Restated By‑laws of TriMas Corporation, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 18, 2015.

4.1 Indenture, dated as of March 29, 2021, among TriMas Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of Note), incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 30, 2021.

4.2 Description of Securities of TriMas Corporation, incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on February 27, 2020.

10.1 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, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 21, 2013.

10.2 Amendment to Credit Agreement, dated November 19, 2021, 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, incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on March 1, 2022.

10.3 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, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 20, 2014.

10.4 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, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on July 6, 2015.

10.5 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.

10.6(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.

10.7(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.**

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

10.9(g) Flexible Cash Allowance Policy.*

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

10.11(n) 2013 Form of Indemnification Agreement.*

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

Amato dated July 23, 2016.

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

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

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

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

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

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

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

10.20(bb) Form of Performance Stock Units Agreement - 2021 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.21(bb) Form of Restricted Stock Units Agreement - (Three Year Vest) - 2021 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.22(bb) Form of Restricted Stock Units Agreement - (Board of Directors) (One-Year Vest) - 2021 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.23(bb) Separation Agreement between TriMas Corporation and Joshua A.

Sherbin dated February 26, 2021.*

10.24(aa) Second Replacement Revolving Facility Amendment, dated as of March 29, 2021, among TriMas Corporation, TriMas Company LLC, the subsidiary borrowers party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and Lenders party thereto.**

10.25(cc) Separation Agreement between TriMas Corporation and Robert J.

Zalupski dated May 1, 2021.*

10.26(cc) Offer Letter between TriMas Corporation and Scott Mell dated March 15, 2021.*

10.27(dd) Executive Severance / Change in Control Policy.*

Morgan Europe Limited, in its capacity as Foreign Currency Agent, and the Revolving Lenders party hereto, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2017.

10.6 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, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2017.

10.7 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, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 20, 2017.**

10.8 TriMas Corporation Long Term Equity Incentive Plan Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 6, 2009.*

10.9 Flexible Cash Allowance Policy, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 10, 2009.*

10.10 TriMas Corporation 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 27, 2017.*

10.11 2013 Form of Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 13, 2013.*

10.12 Offer Letter between TriMas Corporation and Thomas A.

Amato dated July 23, 2016, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 27, 2016.

10.13 Form of Special Performance Stock Units Agreement - 2019 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on February 27, 2020.*

10.14 Form of Performance Stock Units Agreement - 2020 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2020.*

10.15 Form of Restricted Stock Units Agreement - (Three Year Vest) - 2020 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2020.*

10.16 Form of Restricted Stock Units Agreement - (Board of Directors) (One-Year Vest) - 2020 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2020.*

10.17 Form of Performance Stock Units Agreement - 2021 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 29, 2021.*

10.18 Form of Restricted Stock Units Agreement - (Three Year Vest) - 2021 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 29, 2021.*

10.19 Form of Restricted Stock Units Agreement - (Board of Directors) (One-Year Vest) - 2021 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 29, 2021.*

10.20 Separation Agreement between TriMas Corporation and Joshua A.

Sherbin dated February 26, 2021, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 29, 2021.*

10.21 Second Replacement Revolving Facility Amendment, dated as of March 29, 2021, among TriMas Corporation, TriMas Company LLC, the subsidiary borrowers party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and Lenders party thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 30, 2021.**

10.22 Separation Agreement between TriMas Corporation and Robert J.

Zalupski dated May 1, 2021, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 29, 2021.*

10.23 Offer Letter between TriMas Corporation and Scott Mell dated March 15, 2021, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 29, 2021.*

10.24 Executive Severance / Change in Control Policy, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 11, 2021.*

10.25 Form of Performance Stock Units Agreement - 2022 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2022.*

10.26 Form of Restricted Stock Units Agreement (Three-Year Vest) - 2022 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2022.*

10.27 Form of Restricted Stock Units Agreement (Board Of Directors) (One-Year Vest) - 2022 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2022.*

21.1 TriMas Corporation Subsidiary List.

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** 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.

(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.

(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.

(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.

(aa) Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on March 30, 2021 (File No.

(bb) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on April 29, 2021 (File No.

(cc) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on July 29, 2021 (File No.

(dd) Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on August 11, 2021 (File No.

Form 10-K Summary

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/s/ THOMAS A.

March 1, 2022 Name:

February 23, 2023 Name:

President and Chief Executive Officer

2 unchanged sentences

/s/ THOMAS A.

AMATO President and Chief Executive Officer March 1, 2022

AMATO President and Chief Executive Officer February 23, 2023

Amato (Principal Executive Officer) and Director

MELL Chief Financial Officer March 1, 2022

MELL Chief Financial Officer February 23, 2023

Mell (Principal Financial Officer)

SWART Vice President Business Planning, Controller and Chief Accounting Officer March 1, 2022

SWART Vice President Business Planning, Controller and Chief Accounting Officer February 23, 2023

Swart (Principal Accounting Officer)

/s/ SAMUEL VALENTI III Chairman of the Board of Directors March 1, 2022

/s/ SAMUEL VALENTI III Chairman of the Board of Directors February 23, 2023

Samuel Valenti III

BOEHNE Director March 1, 2022

BOEHNE Director February 23, 2023

/s/ TERESA M.

FINLEY Director March 1, 2022

FINLEY Director February 23, 2023

/s/ JEFFREY M.

GREENE Director March 1, 2022

GREENE Director February 23, 2023

/s/ HERBERT K.

PARKER Director March 1, 2022

STANAGE Director March 1, 2022

PARKER Director February 23, 2023

STANAGE Director February 23, 2023

/s/ DANIEL P.

TREDWELL Director March 1, 2022

TREDWELL Director February 23, 2023

PURSUANT TO ITEM 15(a)(2)

12 unchanged sentences

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