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).
−Removed: 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 1, 2022, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 framework).
−Removed: 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 1, 2022.
−Removed: The Company excluded Lady of Leisure InvestCo Limited, acquired on August 2, 2021, from the evaluation of internal control over financial reporting as of January 1, 2022.
−Removed: The total assets of Lady of Leisure InvestCo Limited that are subject to the Company's evaluation, represent approximately 4% of consolidated assets at January 1, 2022.
−Removed: The total revenues of Lady of Leisure InvestCo Limited represent approximately 5% of the consolidated revenues for the year ended January 1, 2022.
−Removed: The effectiveness of the Company’s internal control over financial reporting as of January 1, 2022 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.
+Added: 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 December 31, 2022, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 framework).
+Added: 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 31, 2022.
+Added: The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 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
−Removed: There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended January 1, 2022 that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: The Company has excluded Lady of Leisure InvestCo Limited from the assessment of internal control over financial reporting as of January 1, 2022 because it was acquired by the Company in a business combination during the year ended January 1, 2022.
+Added: There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2022 that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Other Information
13 unchanged sentences
Equity Compensation Plan Information
−Removed: The following table provides information about the Company’s equity compensation plans as of January 1, 2022:
+Added: The following table provides information about the Company’s equity compensation plans as of December 31, 2022:
Plan Category (1)
15 unchanged sentences
Column (a) also does not include shares of restricted or unrestricted common stock previously issued under the Company’s equity compensation plans.
−Removed: (3) Of this amount, 33,526 options were not exercisable as of January 1, 2022 due to vesting restrictions.
+Added: (3) Of this amount, 36,909 options were not exercisable as of December 31, 2022 due to vesting restrictions.
(4) Comprised of:
13 unchanged sentences
each stock option counts as only one share against the total number of shares authorized for issuance under the plan.
−Removed: Actual shares available under the plan will be less to the
−Removed: extent that the Company awards restricted common stock, unrestricted common stock or restricted stock units under the plan.
−Removed: The numbers provided in this footnote and in column (c) will increase to the extent that options relating to the number of shares listed in column (a) of the table or other outstanding awards (e.g., shares of restricted or unrestricted stock, restricted stock units or stock appreciation rights) previously issued under the plan are canceled, surrendered, modified, exchanged for substitutes, expire or terminate prior to exercise or vesting because the number of shares underlying any such awards will again become available for issuance under the plan under which the award was granted.
−Removed: Of the total number of shares available under column (c), the number of shares with respect to the following plans may be issued other than upon the exercise of an option, warrant or right outstanding as of January 1, 2022:
+Added: Actual shares available under the plan will be less to the extent that the Company awards restricted common stock, unrestricted common stock or restricted stock units under the plan.
+Added: The numbers provided in this footnote and in column (c) will increase to the extent that options relating to the number of shares listed in column (a) of the table or other outstanding awards (e.g., shares of restricted or unrestricted stock, restricted stock units or stock appreciation rights) previously issued under the plan are canceled, surrendered, modified, exchanged for substitutes,
+Added: expire or terminate prior to exercise or vesting because the number of shares underlying any such awards will again become available for issuance under the plan under which the award was granted.
+Added: Of the total number of shares available under column (c), the number of shares with respect to the following plans may be issued other than upon the exercise of an option, warrant or right outstanding as of December 31, 2022:
• Outside Directors’ Deferred Compensation Plan:
9 unchanged sentences
and its subsidiaries are filed as a part of this report:
−Removed: • Consolidated Statements of Operations for the Fiscal Years Ended January 1, 2022, January 2, 2021 and December 28, 2019.
−Removed: • Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended January 1, 2022, January 2, 2021 and December 28, 2019.
−Removed: • Consolidated Balance Sheets as of January 1, 2022 and January 2, 2021.
−Removed: • Consolidated Statements of Cash Flows for the Fiscal Years Ended January 1, 2022, January 2, 2021 and December 28, 2019.
−Removed: • Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended January 1, 2022, January 2, 2021 and December 28, 2019.
+Added: • Consolidated Statements of Operations for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2, 2021.
+Added: • Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2, 2021.
+Added: • Consolidated Balance Sheets as of December 31, 2022 and January 1, 2022.
+Added: • Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2, 2021.
+Added: • Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2, 2021.
• Notes to the Consolidated Financial Statements.
10 unchanged sentences
Incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for the period ended October 2, 2021.
+Added: Exhibit Number Document
2.2 Management Warranty Deed, dated as of July 31, 2021, by and among the Warrantors and Wolverine World Wide, Inc.
3 unchanged sentences
3.2 Amended and Restated By-laws.
−Removed: Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 7 , 20 21 .
+Added: Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 7 , 202 2 .
4.1 Description of the Registrant's Securities Registered Pursuant To Section 12 of The Securities Exchange Act of 1934.
9 unchanged sentences
10.4 First Amendment to the Wolverine World Wide, Inc.
−Removed: Deferred Compensation Plan, dated as of December 29, 2020.* Incorporated by reference to Exhibit 10.
−Removed: 35 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2021.
+Added: Deferred Compensation Plan, dated as of December 29, 2020.* Incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2021.
10.5 Amended and Restated Stock Option Loan Program.* Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007.
8 unchanged sentences
10.10 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.
−Removed: 10.11 Amendment, dated as of March 25, 2021, to the Executive Severance Agreement between Brendan Hoffman and the Company, dated as of September 8, 2020.* Incorporated by reference to Exhibit 10.1 to the Comp any's Current Report on Form 8-K filed on March 2 6 , 2021.
+Added: 10.11 Amendment, dated as of March 25, 2021, to the Executive Severance Agreement between Brendan Hoffman and the Company, dated as of September 8, 2020.* Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 26, 2021.
10.12 Form of Indemnification Agreement.* The Company has entered into an Indemnification Agreement with each director and certain executive officers.
2 unchanged sentences
10.13 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.
+Added: 10.14 Employment Agreement between Isabel Soriano and the Company.* Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 2022.
10.15 Amended and Restated Benefit Trust Agreement dated April 25, 2007.* Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 25, 2007.
7 unchanged sentences
10.20 First Amendment to the Wolverine Employees' Pension Plan, dated as of December 2, 2020.* Incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2021.
−Removed: 10.20 Second Amendment to the Wolverine Employees' Pension Plan, dated as of December 9, 2021.*
+Added: 10.21 Second Amendment to the Wolverine Employees' Pension Plan, dated as of December 9, 2021.* Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2022.
10.22 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.
7 unchanged sentences
10.29 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.
−Removed: 10.29 2021 F orm 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 April 3, 2021.
+Added: 10.30 2021 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 April 3, 2021.
+Added: 10.31 2 022 Form of Restricted Stock Unit Agreement.
+Added: * Incorporated by reference to Exhibit 10.1 to the Company 's Quarterly Report on Form 10-Q for the period ended April 2, 2022 .
10.32 Form of Performance Stock Unit Agreement (2021 performance period).* Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended April 3, 2021.
1 unchanged sentence
10.34 Form of Performance Stock Unit Agreement (2021 - 2023 performance period).* Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended April 3, 2021.
+Added: 10.35 Form of Performance Stock Unit Agreement (2022 - 2024 performance period).* Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 2022.
10.36 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.
1 unchanged sentence
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 1, 2012.
+Added: Exhibit Number Document
10.37 First Amendment to Credit Agreement, dated as of September 28, 2012, by and among Wolverine World Wide, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as a lender, J.P.
1 unchanged sentence
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2012.
−Removed: Exhibit Number Document
10.38 Second Amendment to the Credit Agreement, dated as of October 8, 2012, among Wolverine World Wide, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as a lender, J.P.
18 unchanged sentences
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 6, 2020.
−Removed: 10.42 2021 Replacement Facility Amendment and Reaffirmation Agreement, dated as of October 21, 2021, among Wolverine World Wide, Inc., as parent borrower, the Additional Borrow ers party thereto, JP Morgan Chase Bank, N.A., as administrative agent and as a lender, and the other lenders party thereto.
+Added: 10.45 2021 Replacement Facility Amendment and Reaffirmation Agreement, dated as of October 21, 2021, among Wolverine World Wide, Inc., as parent borrower, the Additional Borrowers party thereto, JP Morgan Chase Bank, N.A., as administrative agent and as a lender, 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 October 25, 2021.
10.46 Receivables Purchase Agreement dated as of December 7, 2022, among Wolverine World Wide, Inc.
−Removed: and certain of its subsidiaries as sellers, and HSBC Bank USA, N.A.
+Added: and certain of its subsidiaries as sellers, and Wells Fargo Bank, N.A.
as purchaser.
−Removed: Incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K filed on March 3, 2015.
−Removed: 10.44 Amendment to the Receivables Purchase Agreement, among Wolverine World Wide, Inc.
−Removed: and certain of its subsidiaries as sellers, and HSBC Bank USA, N.A.
−Removed: as purchaser, dated January 5, 2018.
−Removed: Incorporated by reference to Exhibit 10.44 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2017.
10.47 Amended and Restated Executive Short-Term Incentive Plan (Annual Bonus Plan).* Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on March 28, 2017.
3 unchanged sentences
Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 7, 2020.
−Removed: 10.48 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.
Exhibit Number Document
+Added: 10.50 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.
10.51 Amended Employment Agreement between Brendan Hoffman and the Company.* Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 23, 2021.
+Added: 10.52 Trademark Acquisition Agreement by and among SR Holdings, LLC, Keds, LLC, Hanesbrands, Inc.
+Added: and HBI Branded Apparel Enterprises, LLC dated June 30, 2022.
+Added: Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed on June 30, 2022.
+Added: 10.53 Asset Purchase Agreement dated as of February 7, 2023, among Wolverine World Wide, Inc.
+Added: and certain of its subsidiaries as sellers, and Vincent Camuto LLC and DBI Brands Management LLC, as purchaser.
21 Subsidiaries of Registrant
1 unchanged sentence
31.1 Certification of Chairman, Chief Executive Officer and President under Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: 31.2 Certification of Senior Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 31.2 Certification of Executive Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification pursuant to 18 U.S.C.
−Removed: 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:
+Added: 101 The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline XBRL:
(i) Consolidated Statements of Operations;
−Removed: (ii) Consolidated Statements of Comprehensive Income;
+Added: (ii) Consolidated Statements of Comprehensive Income (loss);
(iii) Consolidated Balance Sheets;
2 unchanged sentences
and (vi) Notes to Consolidated Financial Statements.
−Removed: 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).
+Added: 104 The cover page of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline XBRL (included in Exhibit 101).
* Management contract or compensatory plan or arrangement.
10 unchanged sentences
/s/ Michael D.
−Removed: Stornant Senior Vice President, Chief Financial Officer and Treasurer
+Added: Stornant Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) February 23, 2023
−Removed: Krueger Executive Chairman February 24, 2022
+Added: Krueger Chairman of the Board February 23, 2023
/s/ Jeffrey M.
Boromisa Director February 23, 2023
−Removed: Boswell Director February 24, 2022
/s/ William K.
14 unchanged sentences
(Describe) Balance at
−Removed: Fiscal Year Ended January 1, 2022
−Removed: Deducted from asset accounts:
+Added: Fiscal Year Ended December 31, 2022
Allowance for credit losses $ 4.0 $ 1.8 $ 2.5 (A) $ 3.3
−Removed: Allowance for sales returns 15.6 52.5 51.5 (B) 16.6
+Added: Product returns reserve 16.6 106.0 107.3 (B) 15.3
Allowance for cash discounts and customer markdowns 7.7 10.9 10.8 (C) 7.8
2 unchanged sentences
Fiscal Year Ended January 1, 2022
−Removed: Deducted from asset accounts:
Allowance for credit losses $ 6.7 $ ( 2.4 ) $ 0.3 (A) $ 4.0
−Removed: Allowance for sales returns 11.4 41.5 37.3 (B) 15.6
+Added: Product returns reserve 15.6 52.5 51.5 (B) 16.6
Allowance for cash discounts and customer markdowns 11.2 9.4 12.9 (C) 7.7
1 unchanged sentence
Total $ 42.6 $ 65.1 $ 68.7 $ 39.0
−Removed: Fiscal Year Ended December 28, 2019
−Removed: Deducted from asset accounts:
+Added: Fiscal Year Ended January 2, 2021
Allowance for credit losses $ 6.0 $ 9.7 $ 9.0 (A) $ 6.7
−Removed: Allowance for sales returns 13.6 50.2 52.4 (B) 11.4
+Added: Product returns reserve 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
6 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.