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Item 9A. Controls and Procedures

2021-03-11 compared with 2020-03-12 · 22 added, 42 removed, 84 unchanged (43% of the section changed)

Controls and Procedures :

Management’s Report on Disclosure Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of the close of the period covered by this Report, that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

Management’s Report on Disclosure Controls and Procedures

Management's Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act).

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control –

Integrated Framework (2013 framework).

The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations.

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

Based on the Company’s evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 28, 2019 .

RSM US LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their attestation report on the Company’s internal control over financial reporting as of December 28, 2019 .

Based on the Company’s evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 26, 2020.

The report can be found in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the fiscal year ended December 28, 2019, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company implemented additional internal controls to ensure proper assessment and accounting for the impact of the new accounting standard relating to leases on the financial statements, which became effective on December 30, 2018 .

There were no changes in the Company’s internal control over financial reporting during the fiscal year ended December 26, 2020, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information :

2 unchanged sentences

D irectors, Executive Officers and Corporate Governance:

In addition to the information reported in Part I of this Form 10-K under the caption “

Information about our Executive Officer s ,”

“Election of Directors,”

“Board Committees and Meeting Attendance, Audit Committee,”

“Corporate Governance Matters,”

“Compensation Tables”

and “Stock Ownership”

of the Weis Markets, Inc.

In addition to the information reported in Part I of this Form 10-K under the caption “Information about our Executive Officers,” “Election of Directors,” “Board Committees and Meeting Attendance, Audit Committee,” “Corporate Governance Matters,” “Compensation Tables” and “Stock Ownership” of the Weis Markets, Inc.

definitive proxy statement dated March 11, 2021 are incorporated herein by reference.

Executive Compensation:

“Board Committees and Meeting Attendance, Compensation Committee,”

“Executive Compensation, Compensation Discussion and Analysis,”

“Compensation Committee Report,”

“Compensation Tables”

and “Other Information Concerning the Board of Directors, Compensation Committee Interlocks and Insider Participation”

of the Weis Markets, Inc.

“Board Committees and Meeting Attendance, Compensation Committee,” “Executive Compensation, Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Tables” and “Other Information Concerning the Board of Directors, Compensation Committee Interlocks and Insider Participation” of the Weis Markets, Inc.

definitive proxy statement dated March 11, 2021 are incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters:

“Stock Ownership”

of the Weis Markets, Inc.

“Stock Ownership” of the Weis Markets, Inc.

definitive proxy statement dated March 11, 2021 is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence:

“Other Information Concerning the Board of Directors, Review and Approval of Related Party Transactions”

and “Independence of Directors”

of the Weis Markets, Inc.

“Other Information Concerning the Board of Directors, Review and Approval of Related Party Transactions” and “Independence of Directors” of the Weis Markets, Inc.

definitive proxy statement dated March 11, 2021 are incorporated herein by reference.

P rincipal Accounting Fees and Services:

“Ratification Of Appointment Of Independent Registered Public Accounting Firm”

of the Weis Markets, Inc.

“Ratification Of Appointment Of Independent Registered Public Accounting Firm” of the Weis Markets, Inc.

definitive proxy statement dated March 11, 2021 is incorporated herein by reference.

1 unchanged sentence

Exhibits, Financial Statement Schedules:

(a)(1) - The Company’s 2019 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Item 8 of Part II.

(a)(1)- The Company’s 2020 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Item 8 of Part II.

Financial Statements

2 unchanged sentences

Consolidated Statements of Comprehensive Income

Consolidated Statements of Shareholders’

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Cash Flows

9 unchanged sentences

By-Laws , filed as exhibit under Part IV, Item 14(c) in the Annual Report on Form 10-K for the fiscal year ended December 29, 2001 and incorporated herein by reference.

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended, filed with this Annual Report on Form 10-K.

Retirement Savings Plan , filed with this Annual Report on Form 10-K .

Supplemental Executive Retirement Plan , filed with this Annual Report on Form 10-K.

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended, filed as exhibit 4-A in the Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and incorporated herein by reference.

Retirement Savings Plan , filed as exhibit 10-A in the Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and incorporated herein by reference.

Supplemental Executive Retirement Plan , filed as exhibit 10-B in the Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and incorporated herein by reference.

Deferred Compensation Agreement between the Company and Mr.

Weis, filed as exhibit under Part IV, Item 15(a)(3) in the Annual Report on Form 10-K for the fiscal year ended December 26, 2009 and incorporated herein by reference.

Executive Employment Agreement between the Company and Jonathan H.

Weis, Vice Chairman, President and Chief Executive Officer, signed on April 4, 2017, with retroactive effect to January 1, 2017 and continuing thereafter through December 31, 2019, filed as Exhibit 10.1 to Form 8-K April 7, 2017 and incorporated herein by reference.

Chief Executive Office Incentive Award Plan between the Company and Jonathan H.

Chief Executive Officer Incentive Award Plan between the Company and Jonathan H.

Weis, Chairman, President and Chief Executive Officer, effective July 1, 2011, amended and restated effective as of January 1, 2014 and January 1, 2017 and continuing thereafter through December 31, 2019, filed as Exhibit 10.2 to Form 8-K April 7, 2017 and incorporated herein by reference.

Executive Employment Agreement between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, signed on November 15, 2019 effective January 1, 2020 and continuing thereafter through December 31, 202 3 , filed as Exhibit 10.1 to Form 8-K November 18, 2019 and incorporatetd herein by reference.

Chief Executive Office Incentive Award Plan between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, signed on November 15, 2019 effective January 1, 2020 and continuing thereafter through December 31, 2023, filed as Exhibit 10.2 to Form 8-K November 18, 2019 and incorporated herein by reference.

Executive Employment Agreement between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, signed on November 15, 2019 effective January 1, 2020 and continuing thereafter through December 31, 2023, filed as Exhibit 10.1 to Form 8-K November 18, 2019 and incorporated herein by reference.

Chief Executive Office Incentive Award Plan between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, effective January 1, 2020 amended and restated effective as of January 1, 2021 and continuing thereafter through December 31, 2022, filed as Exhibit 10.2 to Form 8-K March 9, 2021 and incorporated herein by reference.

Subsidiaries of the Registrant , filed with this Annual Report on Form 10-K

5 unchanged sentences

The Company will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired.

All requests should be addressed to the Company’s principal executive offices.

(b) The Company files as exhibits to this Annual Report on Form 10-K, those exhibits listed in Item 15(a)(3) above.

37 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