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under the Exchange Act) during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: In accordance with the rules and regulations of the SEC, we have not yet assessed the internal control over financial reporting of Makdad Industrial Supply Co., Inc.
+Added: (“MIS”), Acme Refrigeration LLC (“ACME”), or TEC Distribution LLC (“TEC”), which collectively represented approximately 8% of our consolidated assets at December 31, 2021 and approximately 5% of our consolidated revenues for the year ended December 31, 2021.
+Added: From the respective acquisition dates of August 20, 2021, May 7, 2021, and April 9, 2021 to December 31, 2021, the processes and systems of MIS, ACME, and TEC did not impact the internal controls over financial reporting for our other consolidated subsidiaries.
OTHER INFORMATION
+Added: As previously reported, on August 6, 2021, the Company entered into a Sales Agreement (the “Original Sales Agreement”) with Robert W.
+Added: Incorporated (the “Agent”), relating to the Company’s issuance and sale, from time to time, of up to $300.0 million of its Common stock in a registered offering pursuant to the Company’s effective Registration Statement on Form S-3.
+Added: The Sales Agreement provided for the sale of shares in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the New York Stock Exchange, or sales made to or through a market maker other than on an exchange.
+Added: On February 25, 2022, the Company entered into an amended and restated Sales Agreement (the “A&R Sales Agreement”) together with Robert W.
+Added: Incorporated and Goldman Sachs & Co.
+Added: LLC (“GS”) for the purpose of adding GS as an additional Agent thereunder and making necessary conforming changes.
+Added: The A&R Sales Agreement otherwise retains all material terms of the Original Sales Agreement.
+Added: The foregoing description of the A&R Sales Agreement is only a summary and is qualified in its entirety by reference to the full text of the A&R Sales Agreement, which is filed as Exhibit 10.5(b) to this Annual Report on Form 10-K and incorporated by reference in this Item 9B.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
This part of Form 10-K,
11 unchanged sentences
Second Amended and Restated Bylaws effective August 1, 2016 (filed as Exhibit 3.1 to the Current Report on Form 8-K on August 5, 2016 and incorporated herein by reference).
−Removed: Specimen form of Class B Common Stock Certificate (filed as Exhibit 4.6 to the Registration Statement on Form S-1
+Added: Specimen form of Class B Common Stock Certificate (filed as Exhibit 4.6 to the Registration Statement on Form S-1 (No.
33-56646) and incorporated herein by reference).
−Removed: Specimen form of Common Stock Certificate (filed as Exhibit 4.4 to the Annual Report on Form 10-K
−Removed: for the fiscal year ended December 31, 1994 and incorporated herein by reference).
+Added: Specimen form of Common Stock Certificate (filed as Exhibit 4.4 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and incorporated herein by reference).
Description of Capital Stock (filed as Exhibit 4.3 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein by reference).
67 unchanged sentences
and Albert H.
+Added: Nahmad (filed as Exhibit 10.1(w) to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference).*
+Added: Twenty-third Amendment dated January 1, 2022 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc.
+Added: and Albert H.
2014 Incentive Compensation Plan (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A in respect of our 2014 Annual Meeting of Shareholders and incorporated herein by reference).
+Added: 2021 Incentive Compensation Plan (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A in respect of our 2021 Annual Meeting of Shareholders and incorporated herein by reference).
Fourth Amended and Restated 1996 Qualified Employee Stock Purchase Plan dated April 18, 2011 (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A in respect of our 2011 Annual Meeting of Shareholders and incorporated herein by reference).
8 unchanged sentences
as a joining Lender (filed as Exhibit 10.1 to the Current Report on Form 8-K on April 16, 2020 and incorporated herein by reference).
−Removed: Operating Agreement of Carrier Enterprise, LLC (Amended and Restated), dated as of July 1, 2009 (filed as Exhibit 10.2 to the Current Report on Form 8-K on July 8, 2009 and incorporated herein by reference).
−Removed: Operating Agreement of Carrier Enterprise Northeast, LLC, dated as of April 30, 2011 (filed as Exhibit 10.29 to the Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).
−Removed: Carrier Enterprise Canada (G.P.), Inc.
−Removed: Shareholders’ Agreement dated as of April 27, 2012 (filed as Exhibit 10.2 to the Current Report on Form 8-K on May 3, 2012 and incorporated herein by reference).
+Added: Sales Agreement dated August 6, 2021, by and between Watsco, Inc.
+Added: and Robert W.
+Added: Incorporated (filed as Exhibit 1.1 to the Current Report on Form 8-K on August 6, 2021 and incorporated herein by reference).
+Added: Amended and Restated Sales Agreement dated February 25, 2022, by and between Watsco, Inc., Robert W.
+Added: Incorporated, and Goldman Sachs & Co.
2021 Annual Report to Shareholders (with the exception of the information incorporated by reference into Items 7, 8 and 9 of this Form 10-K, the 2021 Annual Report to Shareholders is provided solely for the information of the SEC and is not deemed “filed” as part of this Form 10-K).
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Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: The cover page from the Company’s Annual Report on Form 10-K
−Removed: for the year ended December 31, 2020, formatted in Inline XBRL.
+Added: The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL.
filed herewith.
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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.
−Removed: / S / A LBERT H.
−Removed: Chairman of the Board and Chief Executive Officer (principal executive officer)
+Added: Chairman of the Board and Chief Executive Officer
+Added: (principal executive officer)
February 25, 2022
−Removed: / S / A NA M.
Chief Financial Officer
2 unchanged sentences
February 25, 2022
−Removed: / S / C ESAR L.
February 25, 2022
−Removed: M ICHAEL C USTER
Michael Custer
February 25, 2022
−Removed: / S / D ENISE D ICKINS
Denise Dickins
February 25, 2022
−Removed: / S / B RIAN E.
February 25, 2022
−Removed: / S / B OB L.
February 25, 2022
−Removed: / S / A ARON J.
−Removed: Director and President
February 25, 2022
−Removed: / S / S TEVEN R UBIN
+Added: Director and President
February 25, 2022
−Removed: / S / G EORGE P.
February 25, 2022
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.