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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-26 · 87 added, 60 removed, 147 unchanged (50% of the section changed)

5 unchanged sentences

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of internal control over financial reporting as of December 28, 2019 , based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 framework).

The Company's management excluded Sportlab S.R.L., acquired on April 30, 2019, from its evaluation of internal control over financial reporting as of December 28, 2019.

As of December 28, 2019, Sportlab S.R.L.

represented less than 2% of our consolidated total assets and consolidated net sales for the annual period ended December 28, 2019.

Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that internal control over financial reporting was effective as of December 28, 2019 .

The effectiveness of the Company’s internal control over financial reporting as of December 28, 2019 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting as of January 2, 2021, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 framework).

Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that internal control over financial reporting was effective as of January 2, 2021.

The effectiveness of the Company’s internal control over financial reporting as of January 2, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 28, 2019 that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended January 2, 2021 that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

1 unchanged sentence

The information called for by Item 10 is incorporated herein by reference to the Definitive Proxy Statement of the Company relating to the Annual Meeting of Stockholders of Wolverine World Wide, Inc.

expected to be held on April 30, 2020 .

expected to be held on May 6, 2021 in sections "Election of Directors" and "Corporate Governance".

The Company intends to file such Definitive Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

3 unchanged sentences

Executive Compensation

The information called for by Item 11 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.

The information called for by Item 11 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10 in section "Compensation Discussion and Analysis".

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

The information called for by Item 12 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.

The information called for by Item 12 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10 in sections "Equity Compensation Plan Information" and "Securities Ownership of Officers and Directors and Certain Beneficial Owners".

Certain Relationships and Related Transactions, and Director Independence

The information called for by Item 13 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.

Principal Accounting Fees and Services

The information called for by Item 14 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.

The information called for by Item 13 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10 in sections "Related Party Matters" and "Director Independence".

Principal Accountant Fees and Services

The information called for by Item 14 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10 in section "Independent Registered Public Accounting Firm".

Exhibits, Financial Statement Schedules

The following documents are filed as part of this report:

(a) The following documents are filed as part of this report:

(1) Financial Statements Included in Item 8

1 unchanged sentence

and its subsidiaries are filed as a part of this report:

Consolidated Statements of Operations for the Fiscal Years Ended December 28, 2019 , December 29, 2018 and December 30, 2017 .

Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 28, 2019 , December 29, 2018 and December 30, 2017 .

Consolidated Balance Sheets as of December 28, 2019 and December 29, 2018 .

Consolidated Statements of Cash Flows for the Fiscal Years Ended December 28, 2019 , December 29, 2018 and December 30, 2017 .

Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended December 28, 2019 , December 29, 2018 and December 30, 2017 .

• Consolidated Statements of Operations for the Fiscal Years Ended January 2, 2021, December 28, 2019 and December 29, 2018.

• Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended January 2, 2021, December 28, 2019 and December 29, 2018.

• Consolidated Balance Sheets as of January 2, 2021 and December 28, 2019.

• Consolidated Statements of Cash Flows for the Fiscal Years Ended January 2, 2021, December 28, 2019 and December 29, 2018.

• Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended January 2, 2021, December 28, 2019 and December 29, 2018.

• Notes to the Consolidated Financial Statements.

7 unchanged sentences

The Company will furnish a copy of any exhibit listed below to any stockholder without charge upon written request to General Counsel and Secretary, 9341 Courtland Drive N.E., Rockford, Michigan 49351.

Exhibit Number

Exhibit Number Document

3.1 Amended and Restated Certificate of Incorporation.

2 unchanged sentences

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 8, 2019.

Exhibit Number

4.1 Description of the Registrant's Securities Registered Pursuant To Section 12 of The Securities Exchange Act of 1934 .

Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year en ded December 28 , 20 19 .

4.2 Senior Notes Indenture, dated August 30, 2016, among Wolverine World Wide, Inc., the guarantors named therein, and Wells Fargo Bank, National Association.

2 unchanged sentences

Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 6, 2016.

Exhibit Number Document

4.4 Senior Notes Indenture, dated May 11, 2020, among Wolverine World Wide, Inc., the guarantors named therein, and Wells Fargo Bank, National Association.

Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 11, 2020.

4.5 Form of 6.375% Senior Notes due 2025.

Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 11, 2020.

10.1 Amended and Restated Stock Incentive Plan of 2005.* Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009.

23 unchanged sentences

10.20 2019 Form of Restricted Stock Unit Agreement.* Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 30, 2019.

Exhibit Number

Exhibit Number Document

10.21 Form of Performance Stock Unit Award Agreement (2019 - 2021 performance period).* Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 30, 2019.

10.22 2020 Form of Restricted Stock Unit Agreement.* Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 28, 2020.

10.23 Form of Performance Stock Unit Award Agreement (2020 - 2022 performance period).* Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 28, 2020.

10.24 2020 Form of Restricted Stock Agreement.* Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 22, 2020.

10.25 Separation Agreement between Wolverine World Wide, Inc.

2 unchanged sentences

Krueger, dated as of December 11, 2008.* Incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009.

10.27 Separation and Release Agreement between Wolverine World Wide, I nc.

and Todd Spaletto, dated as of April 15, 2020.* Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended March 28, 2020.

10.28 409A Supplemental Executive Retirement Plan (2008 Restatement through First Amendment).* Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2017.

2 unchanged sentences

Krueger.* Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009.

10.30 Employment Agreement between Brendan Hoffman and the Company.* Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 26, 2020.

10.31 Executive Severance Agreement between Brendan Hoffman and the Company, dated August 7, 2020.* Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 13, 2020.

10.32 Indemnification Agreement between Brendan Hoffman and the Company, dated August 7, 2020.* Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 13, 2020.

10.33 Outside Directors’ Deferred Compensation Plan.* Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 17, 2008.

1 unchanged sentence

Deferred Compensation Plan, Amended and Restated.* Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 13, 2018.

10.35 First Amendment to the Wolverine World Wide, Inc.

Deferred Compensation Plan, dated as of December 29, 2020.*

10.36 Stock Incentive Plan of 2010.* Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on March 4, 2010.

5 unchanged sentences

Board of Directors Authorizing the Merger of the Wolverine Collectively Bargained Employees’ Pension Plan and the Wolverine Employees’ Pension Plan .

Incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019 .

10.41 First Amendment to the Wolverine Employees' Pension Plan, dated as of December 2, 2020.*

Exhibit Number Document

10.42 Credit Agreement, dated as of July 31, 2012, by and among Wolverine World Wide, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as a lender, J.P.

13 unchanged sentences

Incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed on March 3, 2015.

Exhibit Number

10.47 Receivables Purchase Agreement dated as of December 22, 2014, among Wolverine World Wide, Inc.

15 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2018.

10.52 Second Amendment, dated as of May 5, 2020, to the Amended and Restated Credit Agreement, dated as of December 6, 2018, among Wolverine World Wide, Inc., as parent borrower, JPMorgan Chase Bank, N.A., as administrative agent and as a lender, the other borrowers party thereto, 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 May 6, 2020.

10.53 Consent Decree by and among Wolverine World Wide, Inc., the State of Michigan, Plainfield Charter Township, and Algoma Township.

1 unchanged sentence

21 Subsidiaries of Registrant.

Exhibit Number Document

23 Consent of Ernst & Young LLP.

2 unchanged sentences

32 Certification pursuant to 18 U.S.C.

The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 28, 2019, formatted in Inline XBRL:

101 The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021, formatted in Inline XBRL:

(i) Consolidated Statements of Operations;

4 unchanged sentences

and (vi) Notes to Consolidated Financial Statements.

The cover page of the Company’s Annual Report on Form 10-K for the year ended December 28, 2019, formatted in Inline XBRL (included in Exhibit 101).

104 The cover page of the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021, formatted in Inline XBRL (included in Exhibit 101).

* Management contract or compensatory plan or arrangement.

2 unchanged sentences

WOLVERINE WORLD WIDE, INC.

February 26, 2020

Chairman, Chief Executive Officer and President (Principal Executive Officer)

February 26, 2021 By:

Chairman and Chief Executive Officer (Principal Executive Officer)

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.

Chairman, Chief Executive Officer and President (Principal Executive Officer)

February 26, 2020

Signature Title Date

Krueger Chairman and Chief Executive Officer (Principal Executive Officer) February 26, 2021

/s/ Michael D.

Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

February 26, 2020

Stornant Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer) February 26, 2021

/s/ Brendan L.

Hoffman President and Director February 26, 2021

/s/ Jeffrey M.

February 26, 2020

/s/ Roxane Divol

February 26, 2020

Boromisa Director February 26, 2021

Boswell Director February 26, 2021

/s/ Roxane Divol Director February 26, 2021

/s/ William K.

February 26, 2020

Gerber Director February 26, 2021

Kollat Director February 26, 2021

/s/ Brenda J.

February 26, 2020

Lauderback Director February 26, 2021

/s/ Nicholas T.

February 26, 2020

Long Director February 26, 2021

McCreight Director February 26, 2021

/s/ Michael A.

February 26, 2020

Volkema Director February 26, 2021

Schedule II - Valuation and Qualifying Accounts

1 unchanged sentence

and Subsidiaries

(In millions)

Fiscal Year Ended December 28, 2019

(In millions) Balance at

Expenses Deductions

(Describe) Balance at

Fiscal Year Ended January 2, 2021

Deducted from asset accounts:

Allowance for doubtful accounts

Allowance for sales returns

Allowance for cash discounts

Inventory valuation allowances

Allowance for credit losses $ 6.0 $ 9.7 $ 9.0 (A) $ 6.7

Allowance for sales returns 11.4 41.5 37.3 (B) 15.6

Allowance for cash discounts and customer markdowns 9.3 19.8 17.9 (C) 11.2

Inventory valuation allowances 7.3 9.3 7.5 (D) 9.1

Total $ 34.0 $ 80.3 $ 71.7 $ 42.6

Fiscal Year Ended December 28, 2019

Deducted from asset accounts:

Allowance for doubtful accounts

Allowance for sales returns

Allowance for cash discounts

Inventory valuation allowances

Allowance for credit losses (1)

$ 4.0 $ 5.1 $ 3.1 (A) $ 6.0

Allowance for sales returns 13.6 50.2 52.4 (B) 11.4

Allowance for cash discounts and customer markdowns (1)

9.0 15.3 15.0 (C) 9.3

Inventory valuation allowances 8.3 6.9 7.9 (D) 7.3

Total $ 34.9 $ 77.5 $ 78.4 $ 34.0

Fiscal Year Ended December 29, 2018

Deducted from asset accounts:

Allowance for doubtful accounts

Allowance for sales returns

Allowance for cash discounts

Inventory valuation allowances

Accounts charged off, net of recoveries.

Actual customer returns.

Discounts given to customers.

Adjustment upon disposal of related inventories.

Allowance for credit losses (1)

$ 6.8 $ 2.8 $ 5.6 (A) $ 4.0

Allowance for sales returns 12.6 53.8 52.8 (B) 13.6

Allowance for cash discounts and customer markdowns (1)

12.1 17.9 21.0 (C) 9.0

Inventory valuation allowances 11.5 6.1 9.3 (D) 8.3

Total $ 43.0 $ 80.6 $ 88.7 $ 34.9

(1) Prior year amounts were reclassified between lines within the schedule to conform with current year presentation.

(A) Accounts charged off, net of recoveries.

(B) Actual customer returns.

(D) Adjustment upon disposal of related inventories.

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