What changed in this filing

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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-02-23 · 26 added, 25 removed, 124 unchanged (29% of the section changed)

14 unchanged sentences

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 as of and for the year ended December 25, 2021, of the Company and our report dated February 23, 2022, expressed an unqualified opinion on those financial statements

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 1, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Omaha, Nebraska

February 23, 2022

March 1, 2023

OTHER INFORMATION.

6 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Except for the information relating to the executive officers of the Company set forth in Part I of this 10-K Report, the information called for by items 10, 11, and 13 is incorporated by reference to the sections entitled “Certain Shareholders”, “Corporate Governance”, “Board of Directors and Election of Directors”, "Board Committees", “Compensation Discussion and Analysis”, "Compensation Risk Assessment", “Human Resources Committee Report”, "Pay Ratio Information", “Summary Compensation Table”, “Grants of Plan-Based Awards for Fiscal Year 2021”, “Outstanding Equity Awards at Fiscal Year-End”, “Options Exercised and Stock Vested in Fiscal 2021”, “Nonqualified Deferred Compensation”, “Director Compensation”, and “Potential Payments Upon Termination or Change-in-Control” in the Proxy Statement.

Except for the information relating to the executive officers of the Company set forth in Part I of this 10-K Report, the information called for by items 10, 11, and 13 is incorporated by reference to the sections entitled “Certain Shareholders”, “Corporate Governance”, “Board of Directors and Election of Directors”, "Board Committees", “Compensation Discussion and Analysis”, "Compensation Risk Assessment", “Human Resources Committee Report”, "Pay Ratio Information", “Summary Compensation Table”, “Grants of Plan-Based Awards for Fiscal Year 2022”, “Outstanding Equity Awards at Fiscal Year-End”, “Options Exercised and Stock Vested in Fiscal 2022”, “Nonqualified Deferred Compensation”, “Director Compensation”, and “Potential Payments Upon Termination or Change-in-Control” in the Proxy Statement.

The Company has adopted a Code of Ethics for Senior Officers that applies to the Company’s Chief Executive Officer, Chief Financial Officer, and Controller and has posted the code on its website at www.valmont.com through the “Investors Relations” link.

1 unchanged sentence

EXECUTIVE COMPENSATION.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS.

Incorporated herein by reference to “Certain Shareholders” and “Equity Compensation Plan Information” in the Proxy Statement.

13 unchanged sentences

Notes to Consolidated Financial Statements—Three-Year Period Ended December 31, 2022

All other schedules have been omitted as the required information is inapplicable or the information is included in the consolidated financial statements or related notes.

All financial statement schedules have been omitted as the required information is not applicable, not required, or the information is included in the consolidated financial statements or related notes.

Separate financial statements of the registrant have been omitted because the registrant meets the requirements which permit omission.

4 unchanged sentences

The Company’s By-Laws, as amended.

This document was filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 29, 2014 and is incorporated herein (Commission file number 001-31429) by reference.

This document was filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 13, 2022 and is incorporated herein (Commission file number 001-31429) by reference .

Second Amended and Restated Credit Agreement, dated as of October 18, 2021, among the Company, Valmont Industries Holland B.V.

18 unchanged sentences

This document was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated March 12, 2018 and is incorporated herein by reference .

Exhibit 10.4 *

The Company’s 2022 Stock Plan.

This document was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 14, 2022 (Commission file number 001-1429) and herein incorporated by reference .

Form of Stock Option Agreement.

Exhibit 10.5 *

This document was filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K (Commission file number 001-31429) for the year ended December 25, 2021 and is incorporated herein by this reference .

Form of Restricted Stock Unit Agreement (Domestic).

Exhibit 10.6 *

This document was filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K (Commission file number 001-31429) for the year ended December 25, 2021 and is incorporated herein by this reference .

Form of Restricted Stock Unit Agreement (Director).

Exhibit 10.7 *

This document was filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K (Commission file number 001-31429) for the year ended December 25, 2021 and is incorporated herein by this reference .

Form of Restricted Stock Unit Agreement (International).

This document was filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K (Commission file number 001-31429) for the year ended December 25, 2021 and is incorporated herein by this reference .

The Valmont Executive Incentive Plan.

This document was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission file number 001-31429) dated April 30, 2013 and is incorporated herein by reference .

Exhibit 10.10

The Amended Unfunded Deferred Compensation Plan for Nonemployee Directors.

14 unchanged sentences

Section 906 Certifications .

Exhibit 101 — The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 25, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language):

The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language):

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

Exhibit 104 — Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

_____________________________________________

Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

4 unchanged sentences

Not Applicable.

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, on the the 23rd day of February, 2022.

Valmont Industries, Inc.

2 unchanged sentences

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 indicated and on the dates indicated.

Signature Title Date

/s/ STEPHEN G.

Director, President and Chief Executive Officer (Principal Executive Officer) 2/23/2022

Executive Vice President and Chief Financial Officer (Principal Financial Officer) 2/23/2022

/s/ TIMOTHY P.

FRANCIS Senior Vice President and Controller (Principal Accounting Officer) 2/23/2022

den Daas* Daniel P.

Favre* Catherine J.

Freye* Clark T.

Lanoha* Joan Robinson-Berry*

______________________________________________

Kaniewski, by signing his name hereto, signs the Annual Report on behalf of each of the directors indicated on this the 23rd day of February, 2022.

Director, President and Chief Executive Officer

(Principal Executive Officer)

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ GENE PADGETT

Senior Vice President and Controller

(Principal Accounting Officer)

Joan Robinson-Berry*

Kaniewski, by signing his name hereto, signs the Annual Report on behalf of each of the directors indicated on this the 1st day of March, 2023.

A Power of Attorney authorizing Stephen G.

4 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