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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Sypris Solutions Inc. 10-K 12/31/23 110:10M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.79M
2: EX-21 Subsidiaries List HTML 29K
3: EX-23 Consent of Expert or Counsel HTML 30K
7: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 38K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
6: EX-32 Certification -- §906 - SOA'02 HTML 33K
13: R1 Document And Entity Information HTML 99K
14: R2 Consolidated Statements of Operations HTML 97K
15: R3 Consolidated Statements of Comprehensive Income HTML 55K
(Loss)
16: R4 Consolidated Balance Sheets HTML 140K
17: R5 Consolidated Balance Sheets (Parentheticals) HTML 53K
18: R6 Consolidated Statements of Cash Flows HTML 115K
19: R7 Consolidated Statements of Stockholders' Equity HTML 89K
20: R8 Note 1 - Organization and Significant Accounting HTML 65K
Policies
21: R9 Note 2 - Leases HTML 78K
22: R10 Note 3 - Revenue From Contracts With Customers HTML 50K
23: R11 Note 4 - Other Expense, Net HTML 32K
24: R12 Note 5 - Accounts Receivable HTML 38K
25: R13 Note 6 - Inventory HTML 40K
26: R14 Note 7 - Other Current Assets HTML 39K
27: R15 Note 8 - Property, Plant and Equipment HTML 54K
28: R16 Note 9 - Other Assets HTML 41K
29: R17 Note 10 - Accrued Liabilities HTML 44K
30: R18 Note 11 - Other Liabilities HTML 40K
31: R19 Note 12 - Debt HTML 61K
32: R20 Note 13 - Fair Value of Financial Instruments HTML 32K
33: R21 Note 14 - Employee Benefit Plans HTML 152K
34: R22 Note 15 - Commitments and Contingencies HTML 39K
35: R23 Note 16 - Stock Option and Purchase Plans HTML 98K
36: R24 Note 17 - Stockholders' Equity HTML 67K
37: R25 Note 18 - Income Taxes HTML 107K
38: R26 Note 19 - Loss Per Common Share HTML 51K
39: R27 Note 20 - Segment Information HTML 114K
40: R28 Note 21 - Subsequent Event HTML 32K
41: R29 Insider Trading Arrangements HTML 38K
42: R30 Significant Accounting Policies (Policies) HTML 104K
43: R31 Note 2 - Leases (Tables) HTML 77K
44: R32 Note 3 - Revenue From Contracts With Customers HTML 38K
(Tables)
45: R33 Note 5 - Accounts Receivable (Tables) HTML 37K
46: R34 Note 6 - Inventory (Tables) HTML 40K
47: R35 Note 7 - Other Current Assets (Tables) HTML 38K
48: R36 Note 8 - Property, Plant and Equipment (Tables) HTML 51K
49: R37 Note 9 - Other Assets (Tables) HTML 40K
50: R38 Note 10 - Accrued Liabilities (Tables) HTML 43K
51: R39 Note 11 - Other Liabilities (Tables) HTML 39K
52: R40 Note 12 - Debt (Tables) HTML 61K
53: R41 Note 14 - Employee Benefit Plans (Tables) HTML 146K
54: R42 Note 16 - Stock Option and Purchase Plans (Tables) HTML 95K
55: R43 Note 17 - Stockholders' Equity (Tables) HTML 62K
56: R44 Note 18 - Income Taxes (Tables) HTML 101K
57: R45 Note 19 - Loss Per Common Share (Tables) HTML 48K
58: R46 Note 20 - Segment Information (Tables) HTML 109K
59: R47 Note 1 - Organization and Significant Accounting HTML 112K
Policies (Details Textual)
60: R48 Note 2 - Leases (Details Textual) HTML 38K
61: R49 Note 2 - Leases - Lease Expense (Details) HTML 39K
62: R50 Note 2 - Leases - Supplemental Cash Flow HTML 34K
Information Related to Leases (Details)
63: R51 Note 2 - Leases - Maturities of Lease Liabilities HTML 67K
(Details)
64: R52 Note 2 - Leases - Information Related to Lease HTML 37K
Terms and Discount Rates (Details)
65: R53 Note 3 - Revenue From Contracts With Customers 1 HTML 47K
(Details Textual)
66: R54 Note 3 - Revenue From Contracts With Customers 2 HTML 33K
(Details Textual)
67: R55 Note 3 - Revenue From Contracts With Customers - HTML 40K
Disaggregation of Revenue (Details)
68: R56 Note 4 - Other Expense, Net (Details Textual) HTML 32K
69: R57 Note 5 - Accounts Receivable - Accounts Receivable HTML 34K
(Details)
70: R58 Note 6 - Inventory - Inventory Components HTML 38K
(Details)
71: R59 Note 7 - Other Current Assets (Details Textual) HTML 29K
72: R60 Note 7 - Other Current Assets - Other Current HTML 36K
Assets (Details)
73: R61 Note 8 - Property, Plant and Equipment (Details HTML 29K
Textual)
74: R62 Note 8 - Property, Plant and Equipment - Property, HTML 53K
Plant and Equipment Components (Details)
75: R63 Note 9 - Other Assets - Summary of Other Assets HTML 41K
(Details)
76: R64 Note 10 - Accrued Liabilities (Details Textual) HTML 29K
77: R65 Note 10 - Accrued Liabilities - Summary of Accrued HTML 46K
Liabilities (Details)
78: R66 Note 11 - Other Liabilities - Other Liabilities HTML 39K
(Details)
79: R67 Note 12 - Debt (Details Textual) HTML 80K
80: R68 Note 12 - Debt - Debt Components (Details) HTML 47K
81: R69 Note 12 - Debt - Maturities of Equipment Financing HTML 51K
Obligations (Details)
82: R70 Note 14 - Employee Benefit Plans (Details Textual) HTML 74K
83: R71 Note 14 - Employee Benefit Plans - Components of HTML 43K
Pension Expense (Benefit) (Details)
84: R72 Note 14 - Employee Benefit Plans - Net Periodic HTML 38K
Benefit Cost Recognized in Consolidated Statements
of Operations (Details)
85: R73 Note 14 - Employee Benefit Plans - Summaries of HTML 95K
Changes in Benefit Obligations and Plan Assets and
of Funded Status of Pension Plans (Details)
86: R74 Note 14 - Employee Benefit Plans - Summary of Fair HTML 58K
Values of Pension Plan Assets (Details)
87: R75 Note 14 - Employee Benefit Plans - Benefits HTML 42K
Expected to be Paid (Details)
88: R76 Note 15 - Commitments and Contingencies (Details HTML 43K
Textual)
89: R77 Note 16 - Stock Option and Purchase Plans (Details HTML 65K
Textual)
90: R78 Note 16 - Stock Option and Purchase Plans - HTML 37K
Estimate Fair Value of Options Granted (Details)
91: R79 Note 16 - Stock Option and Purchase Plans - HTML 54K
Summary of Restricted Stock Activity (Details)
92: R80 Note 16 - Stock Option and Purchase Plans - HTML 67K
Summary of Option Activity (Details)
93: R81 Note 17 - Stockholders' Equity (Details Textual) HTML 34K
94: R82 Note 17 - Stockholders' Equity - Accumulated Other HTML 40K
Comprehensive Loss (Details)
95: R83 Note 17 - Stockholders' Equity - Components of HTML 52K
Accumulated Other Comprehensive Income (Details)
96: R84 Note 18 - Income Taxes (Details Textual) HTML 55K
97: R85 Note 18 - Income Taxes - Components of Income HTML 37K
(Loss) From Continuing Operations Before Taxes
(Details)
98: R86 Note 18 - Income Taxes - Components of Income Tax HTML 57K
Expense (Benefit) Applicable to Continuing
Operations (Details)
99: R87 Note 18 - Income Taxes - Summary of Reconciliation HTML 47K
of Income Tax Expense (Details)
100: R88 Note 18 - Income Taxes - Summary of Deferred HTML 66K
Income Tax Assets and Liabilities (Details)
101: R89 Note 19 - Loss Per Common Share - Schedule of Loss HTML 67K
Per Common Share (Details)
102: R90 Note 20 - Segment Information (Details Textual) HTML 52K
103: R91 Note 20 - Segment Information - Financial HTML 70K
Information From Reportable Segments - Income
Statement (Details)
104: R92 Note 20 - Segment Information - Financial HTML 50K
Information From Reportable Segments - Balance
Sheet (Details)
105: R93 Note 21 - Subsequent Event (Details Textual) HTML 44K
107: XML IDEA XML File -- Filing Summary XML 207K
110: XML XBRL Instance -- sypr20231231_10k_htm XML 2.14M
106: EXCEL IDEA Workbook of Financial Report Info XLSX 174K
12: EX-101.CAL XBRL Calculations -- sypr-20231231_cal XML 259K
9: EX-101.DEF XBRL Definitions -- sypr-20231231_def XML 1.71M
10: EX-101.LAB XBRL Labels -- sypr-20231231_lab XML 1.32M
11: EX-101.PRE XBRL Presentations -- sypr-20231231_pre XML 1.78M
8: EX-101.SCH XBRL Schema -- sypr-20231231 XSD 245K
108: JSON XBRL Instance as JSON Data -- MetaLinks 583± 942K
109: ZIP XBRL Zipped Folder -- 0001437749-24-010216-xbrl Zip 360K
Exhibit 97.1
SYPRIS SOLUTIONS, INC.
Incentive Compensation Recovery Policy
Adopted by the Compensation Committee of the Board of Directors on October 26, 2023
Effective Date
This Policy shall apply to any Incentive Compensation received on or after October 2, 2023.
Statement of Policy
Subject to the exceptions set forth below, following an Accounting Restatement, Sypris Solutions, Inc. (the “Company”) shall recover reasonably promptly the amount of Incentive Compensation received during the Recoupment Period by any Covered Executive that exceeds the Incentive Compensation that would have been received by such Covered Executive taking into account the Accounting Restatement (calculated on a pre-tax basis).
This Policy, as may be amended from time to time by the Compensation Committee of the Board of Directors, will apply to all Incentive Compensation received during the Recoupment Period by a person (a) after beginning service as a Covered Executive, (b) who served as a Covered Executive at any time during the performance period for that Incentive Compensation and (c) while the Company has a class of securities listed on The Nasdaq Stock Market (“Nasdaq”) or in the future another national securities exchange or a national securities association. Accordingly, this Policy can apply to a person that is no longer a Company employee or a Covered Executive at the time of recovery.
Incentive Compensation is deemed “received” for purposes of this Policy in the fiscal period during which the measure specified in the Incentive Compensation award is attained, even if the payment or issuance of such Incentive Compensation occurs after the end of that period. For example, if the performance target for an award is based on total stockholder return for the year ended December 31, 2023, the award will be deemed to have been received in 2023 even if paid in 2024.
Exceptions
The Company shall not be required to recover Incentive Compensation pursuant to this Policy if the Compensation Committee (the “Committee”) has made a determination that recovery would be impracticable and one of the following conditions are met:
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(a) |
after making a reasonable and documented attempt to recover erroneously awarded Incentive Compensation, the Committee determines that the direct expenses that would be paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; or |
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(b) |
based on a legal opinion of counsel acceptable to Nasdaq, the Committee determines that recovery would violate a home country law adopted prior to November 28, 2022; or |
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(c) |
the Committee determines that recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
Exhibit 97.1
Definitions
“Accounting Restatement” means the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. For the avoidance of doubt, a restatement resulting solely from the retrospective application of a change in generally accepted accounting principles is not an Accounting Restatement.
“Covered Executive” shall mean the Company’s Chief Executive Officer, President, Chief Financial Officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function, any other officer who performs a policy-making function for the Company, any other person who performs similar policy-making functions for the Company, and any other employee who may from time to time be deemed subject to this Policy by the Committee.
“Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. For purposes of this definition, a “financial reporting measure” is (i) a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements or derived wholly or in part from such measures, or (ii) the Company’s stock price or total shareholder return.
“Recoupment Period” means the three completed fiscal years preceding the Trigger Date.
“Trigger Date” means the earlier to occur of: (a) the date the Board of Directors, the Audit Committee, or the officer or officers of the Company authorized to take such action concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
Administration
This Policy is intended to comply with the listing requirements of Nasdaq and related SEC rules and shall be interpreted in a manner consistent with those requirements. The Committee has full authority to interpret and administer this policy. The Committee’s determinations under the policy shall be final and binding on all persons and shall be given the maximum deference permitted by law. If the Committee cannot determine the amount of excess Incentive Compensation received by a Covered Executive directly from the information in the Accounting Restatement, such as in the case of Incentive Compensation tied to stock price or total stockholder return, then it shall make its determination based on a reasonable estimate of the effect of the Accounting Restatement and shall maintain documentation of such determination.
Exhibit 97.1
No Indemnification or Advancement of Legal Fees
The Company shall not indemnify any Covered Executives against, or pay the premiums for any insurance policy to cover, any amounts recovered under this Policy or advance any expenses that a Covered Executive incurs in opposing Company efforts to recoup amounts pursuant to the Policy.
Non-Exclusive Remedy
Recoupment of Incentive Compensation pursuant to this Policy shall not in any way limit or affect the rights of the Company to pursue disciplinary, legal, or other action or pursue any other remedies available to it. This Policy shall be in addition to, any rights of the Company to recoup Incentive Compensation from Covered Executives under applicable laws and regulations, including but not limited to the Sarbanes-Oxley Act of 2002, as amended, or pursuant to the terms of any employment agreement, equity award agreement, or similar agreement with a Covered Executive.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/1/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/26/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||