What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-23 · 54 added, 27 removed, 239 unchanged (25% of the section changed)

11 unchanged sentences

Other Information

(c) During the quarter ended December 30, 2023, no director or Section 16 officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-rule 10b5-1 trading arrangement, in each case, as defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

24 unchanged sentences

(2) Includes:

(i) 2,086,864 stock options awarded to employees under the Amended and Restated Stock Incentive Plan of 1999, the Amended and Restated Stock Incentive Plan of 2001, the Amended and Restated Stock Incentive Plan of 2003, the Amended and Restated Stock Incentive Plan of 2005, the Stock Incentive Plan of 2010, the Stock Incentive Plan of 2013 and the Stock Incentive Plan of 2016, as amended and restated;

and (ii) and 246,546 stock options awarded to non-employee directors under the Amended and Restated Stock Incentive Plan of 2005, the Stock Incentive Plan of 2010, the Stock Incentive Plan of 2013 and the Stock Incentive Plan of 2016, as amended and rested.

(i) 1,772,382 stock options awarded to employees under the Stock Incentive Plan of 2013 and the Stock Incentive Plan of 2016, as amended and restated;

and (ii) and 188,634 stock options awarded to non-employee directors under the Stock Incentive Plan of 2013 and the Stock Incentive Plan of 2016, as amended and restated.

Column (a) does not include stock units credited to outside directors’ fee accounts or retirement accounts under the Outside Directors’ Deferred Compensation Plan.

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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.

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.

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.

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 30, 2023:

10 unchanged sentences

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

• Consolidated Statements of Operations for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2, 2021.

• Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2, 2021.

• Consolidated Balance Sheets as of December 31, 2022 and January 1, 2022.

• Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2, 2021.

• Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2, 2021.

• Consolidated Statements of Operations for the Fiscal Years Ended December 30, 2023, December 31, 2022 and January 1, 2022.

• Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended December 30, 2023, December 31, 2022 and January 1, 2022.

• Consolidated Balance Sheets as of December 30, 2023 and December 31, 2022.

• Consolidated Statements of Cash Flows for the Fiscal Years Ended December 30, 2023, December 31, 2022 and January 1, 2022.

• Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended December 30, 2023, December 31, 2022 and January 1, 2022.

• 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.

Exhibit Number Document

2.2 Management Warranty Deed, dated as of July 31, 2021, by and among the Warrantors and Wolverine World Wide, Inc.

Incorporated by reference to Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the period ended October 2, 2021.

Exhibit Number Document

3.1 Amended and Restated Certificate of Incorporation.

16 unchanged sentences

10.6 Separation Agreement between Wolverine World Wide, Inc.

Krueger, dated as of March 13, 2008, as amended.* Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 22, 2008.

10.7 First Amendment to Separation Agreement between Wolverine World Wide, Inc.

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.

Zwiers dated as of December 19, 2023.*

10.7 Executive Severance Agreement.* Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 17, 2008.

9 unchanged sentences

10.13 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.

10.14 Employment Agreement between Christopher E.

Hufnagel and the Company, dated September 7, 2023.* Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2023.

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.

Exhibit Number Document

10.16 Form of 409A Supplemental Retirement Plan Participation Agreement with Blake W.

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.

10.16 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.

A participant schedule of current executive officers who participate in this plan is attached as Exhibit 10.1 6 .

Exhibit Number Document

10.17 Employees’ Pension Plan (Restated as amended through December 29, 2017).* Incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2017.

12 unchanged sentences

10.29 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.

10.31 2 022 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 2, 2022 .

10.30 2022 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 2, 2022.

10.31 2023 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 1, 2023.

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.

2 unchanged sentences

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 Form of Performance Stock Unit Agreement (2023 - 2025 performance period).* Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended April 1, 2023.

10.37 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.

27 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on October 25, 2021.

10.47 Cover Amendment to the Credit Agreement, dated as of April 10, 2023, among Wolverine World Wide, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as a lender, J.P.

Morgan Europe Limited, as foreign currency agent, Wells Fargo Bank, National Association, as syndication agent and as a lender, Fifth Third Bank, as documentation agent and as a lender, and PNC Bank, National Association, as documentation agent and as a lender.

Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended July 1, 2023.

10.48 Fourth Amendment to the Credit Agreement , dated as of June 30, 2023, amon g Wolverin e World Wide, Inc.

as borrower, JP Morgan Chase Bank, N.A., as administrative agent and as a lender, J.

Morgan Europe Limited, as foreign currency agen t, Wells Fargo Bank, National Association, as syndication agen t and as a lender, Fifth Third Bank, as documentation age n t and as a lender, and PNC Bank, National Association , as documentat i on agent and as a lender.

Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended July 1, 2023.

Exhibit Number Document

10.49 Fifth Amendment to the Credit Agreement, dated as of December 21, 2023, among Wolverine World Wide, Inc.

as borrower, JP Morgan Chase Bank, N.A., as administrative agent and as a lender, J.P.

10.50 Receivables Purchase Agreement dated as of December 7, 2022, among Wolverine World Wide, Inc.

1 unchanged sentence

as purchaser .

Incorporate d by reference to Exhibit 10.46 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

10.51 First Amendment, dated as of June 30, 2023, to the Receivables Purchase Agreement dated as of December 7, 2022, among Wolverine World Wide, Inc.

and certain of its subsidiaries as sellers, and Wells Fargo, N.A.

as purchaser.

Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended July 1, 2023.

10.52 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.

Exhibit Number Document

10.55 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.

5 unchanged sentences

and certain of its subsidiaries as sellers, and Vincent Camuto LLC and DBI Brands Management LLC, as purchaser.

Incorporated by reference to Exhi bit 10.53 to the Co mpan y's Annual Report on Form 10-K for the fiscal year ended December 3 1, 2022.

10.59 Purchase Agreement dated as of January 10, 2024, among Wolverine World Wide, Inc.

and certain of its subsidiaries as sellers, and ABG Intermediate Holdings 2 LLC, as purchaser.

10.60 Purchase Agreement dated as of January 10, 2024, among Wolverine World Wide, Inc.

and certain of its subsidiaries as sellers, and Aldo U.S.

Inc., as purchaser.

21 Subsidiaries of Registrant

3 unchanged sentences

32 Certification pursuant to 18 U.S.C.

97 Wolverine World Wide, Inc.

Clawback Policy

101 The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, formatted in Inline XBRL:

11 unchanged sentences

February 22, 2024 By:

/s/ Brendan L.

/s/ Christopher E.

Christopher E.

President and Chief Executive Officer (Principal Executive Officer)

1 unchanged sentence

Signature Title Date

/s/ Brendan L.

Hoffman President and Chief Executive Officer (Principal Executive Officer) February 23, 2023

/s/ Christopher E.

Hufnagel President and Chief Executive Officer (Principal Executive Officer) February 22, 2024

Christopher E.

/s/ Michael D.

1 unchanged sentence

(Principal Financial and Accounting Officer) February 22, 2024

Krueger Chairman of the Board February 23, 2023

/s/ Nicholas T.

Long Chairman of the Board February 22, 2024

/s/ Stacia J.P.

Andersen Director February 22, 2024

/s/ Jeffrey M.

Boromisa Director February 22, 2024

/s/ Jodi Bricker Director February 22, 2024

/s/ William K.

3 unchanged sentences

Lauderback Director February 22, 2024

/s/ Nicholas T.

Long Director February 23, 2023

McCreight Director February 23, 2023

/s/ DeMonty Price Director February 22, 2024

DeMonty Price

/s/ Kathleen Wilson-Thompson Director February 22, 2024

12 unchanged sentences

Total $ 59.4 $ 161.6 $ 168.9 $ 52.1

Fiscal Year Ended January 1, 2022

Fiscal Year Ended December 31, 2022

Allowance for credit losses $ 4.0 $ 1.8 $ 2.5 (A) $ 3.3

14 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