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Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2023, the Company's disclosure controls and procedures were effective to provide reasonable assurance that they would meet their objectives.
−Removed: 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.
−Removed: 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 Intertech.
−Removed: 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.
+Added: We completed the acquisitions of Weldmac Manufacturing Company (“Weldmac”) in April 2023 and Aarts Packaging B.V.
+Added: ("Aarts") in February 2023, and have not yet included Weldmac or Aarts in our assessment of the effectiveness of our internal control over financial reporting.
+Added: 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 Weldmac or Aarts.
+Added: For fiscal 2023, Weldmac and Aarts accounted for $26.6 million and $23.6 million of our total net sales, respectively, and as of December 31, 2023, had total assets of $44.1 million and $54.6 million, respectively.
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, 2023.
−Removed: 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.
+Added: Management's assessment of internal control over financial reporting as of December 31, 2023 excludes internal control over financial reporting related to Weldmac (acquired in April 2023) and Aarts (acquired in February 2023), which accounted for $26.6 million and $23.6 million of our total net sales, respectively, and as of December 31, 2023, had total assets of $44.1 million and $54.6 million, respectively.
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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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, 2023, of the Company and our report dated February 29, 2024, expressed an unqualified opinion on those financial statements and financial statement schedule.
−Removed: 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.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Intertech.
+Added: 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 Aarts Packaging B.V.
+Added: (“Aarts”) and Weldmac Manufacturing Company (“Weldmac”), which were acquired in February and April 2023, respectively, and whose financial statements accounted for $54.6 million and $44.1 million of total assets, respectively, and $23.6 million and $26.6 million of total net sales, respectively, of the consolidated financial statements amounts as of and for the year ended December 31, 2023.
+Added: Accordingly, our audit did not include the internal control over financial reporting at Aarts or Weldmac.
Basis for Opinion
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Other Information
−Removed: Not applicable.
+Added: During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or any “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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The Code of Ethics and Business Conduct is available on the "Investors" portion of the Company's website under the "Corporate Governance" link.
−Removed: The Company's website address is www.trimascorp.com.
+Added: The Company's website address is www.trimas.com.
The information required by this item is incorporated by reference from our definitive proxy statement for the 2024 Annual Meeting of Shareholders.
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Balance Sheet
−Removed: Statement of Operations
+Added: Statement of Income
Statement of Comprehensive Income
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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.**
−Removed: 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.*
10.8 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.*
3 unchanged sentences
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.
−Removed: 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.*
10.12 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.*
10.13 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.*
−Removed: 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.*
−Removed: 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.*
−Removed: 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.*
−Removed: 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.*
−Removed: 10.20 Separation Agreement between TriMas Corporation and Joshua A.
−Removed: 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.*
10.14 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.**
−Removed: 10.22 Separation Agreement between TriMas Corporation and Robert J.
−Removed: 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.*
10.15 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.*
2 unchanged sentences
10.18 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.*
+Added: 10.19 Form of Restricted Stock Units Agreement (Board o f 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.*
+Added: 10.20 Form of Performance Stock Units Agreement - 2023 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 27, 2023.*
+Added: 10.21 Form of Restricted Stock Units Agreement (Three-Year Vest) - 2023 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 27, 2023.*
10.22 Form of Restricted Stock Units Agreement (Board of Directors) (One-Year Vest) - 2023 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 27, 2023.*
+Added: 10.23 TriMas Corporation 2023 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2023.*
+Added: 10.24 Seventh Amendment to the Credit Agreement, dated as of April 7, 2023, by and among TriMas Corporation, TriMas Company LLC and JPMorgan Chase Bank, N.A., as Administrative Agent, and the various lenders from time to time thereto, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 27, 2023.**
21.1 TriMas Corporation Subsidiary List.
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
+Added: 97 Compensation Clawback Policy
101 The following materials from TriMas Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):
−Removed: (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.
+Added: (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.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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MELL Chief Financial Officer February 29, 2024
−Removed: Mell (Principal Financial Officer)
−Removed: SWART Vice President Business Planning, Controller and Chief Accounting Officer February 23, 2023
−Removed: Swart (Principal Accounting Officer)
+Added: Mell (Principal Financial Officer and Principal Accounting Officer)
/s/ SAMUEL VALENTI III Chairman of the Board of Directors February 29, 2024
1 unchanged sentence
BOEHNE Director February 29, 2024
+Added: /s/ JEFFREY A.
+Added: FIELKOW Director February 29, 2024
/s/ TERESA M.
21 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.