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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 SunOpta Inc. 10-K 12/30/23 118:13M Newsfile Corp./FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report -- form10k HTML 2.42M
2: EX-4.7 Instrument Defining the Rights of Security Holders HTML 81K
-- exhibit4-7
3: EX-10.20 Material Contract -- exhibit10-20 HTML 65K
4: EX-10.21 Material Contract -- exhibit10-21 HTML 65K
5: EX-10.22 Material Contract -- exhibit10-22 HTML 51K
6: EX-21 Subsidiaries List -- exhibit21 HTML 35K
7: EX-23.1 Consent of Expert or Counsel HTML 31K
11: EX-97 Clawback Policy re: Recovery of Erroneously HTML 40K
Awarded Compensation -- exhibit97
8: EX-31.1 Certification -- §302 - SOA'02 -- exhibit31-1 HTML 35K
9: EX-31.2 Certification -- §302 - SOA'02 -- exhibit31-2 HTML 35K
10: EX-32 Certification -- §906 - SOA'02 -- exhibit32 HTML 31K
17: R1 Document and Entity Information HTML 104K
18: R2 Consolidated Statements of Operations HTML 147K
19: R3 Consolidated Statements of Comprehensive Loss HTML 65K
20: R4 Consolidated Balance Sheets HTML 152K
21: R5 Consolidated Balance Sheets (Parentheticals) HTML 38K
22: R6 Consolidated Statements of Shareholders' Equity HTML 102K
23: R7 Consolidated Statements of Shareholders' Equity HTML 33K
(Parentheticals)
24: R8 Consolidated Statements of Cash Flows HTML 140K
25: R9 Significant Accounting Policies HTML 69K
26: R10 Discontinued Operations HTML 83K
27: R11 Inventories HTML 45K
28: R12 Restricted Cash HTML 35K
29: R13 Property, Plant and Equipment HTML 60K
30: R14 Leases HTML 109K
31: R15 Intangible Assets HTML 57K
32: R16 Accounts Payable and Accrued Liabilities HTML 43K
33: R17 Notes Payable HTML 34K
34: R18 Long-Term Debt HTML 72K
35: R19 Series B-1 Preferred Stock HTML 43K
36: R20 Common Shares HTML 38K
37: R21 Stock-Based Compensation HTML 149K
38: R22 Income Taxes HTML 129K
39: R23 Earnings (Loss) Per Share HTML 74K
40: R24 Supplemental Cash Flow Information HTML 68K
41: R25 Commitments and Contingencies HTML 39K
42: R26 Disaggregation of Revenue, Geographic Information, HTML 74K
and Major Customers
43: R27 Subsequent Event HTML 34K
44: R28 Quarterly Results of Operations (Unaudited) HTML 88K
45: R29 Pay vs Performance Disclosure HTML 45K
46: R30 Insider Trading Arrangements HTML 39K
47: R31 Significant Accounting Policies (Policies) HTML 133K
48: R32 Significant Accounting Policies (Tables) HTML 35K
49: R33 Discontinued Operations (Tables) HTML 79K
50: R34 Inventories (Tables) HTML 47K
51: R35 Property, Plant and Equipment (Tables) HTML 57K
52: R36 Leases (Tables) HTML 111K
53: R37 Intangible Assets (Tables) HTML 59K
54: R38 Accounts Payable and Accrued Liabilities (Tables) HTML 43K
55: R39 Long-Term Debt (Tables) HTML 65K
56: R40 Stock-Based Compensation (Tables) HTML 160K
57: R41 Income Taxes (Tables) HTML 130K
58: R42 Earnings (Loss) Per Share (Tables) HTML 71K
59: R43 Supplemental Cash Flow Information (Tables) HTML 66K
60: R44 Disaggregation of Revenue, Geographic Information, HTML 71K
and Major Customers (Tables)
61: R45 Quarterly Results of Operations (Unaudited) HTML 87K
(Tables)
62: R46 Significant Accounting Policies (Narrative) HTML 44K
(Details)
63: R47 Significant Accounting Policies (Schedule of HTML 50K
useful life for property plant and equipment)
(Details)
64: R48 Discontinued Operations (Narrative) (Details) HTML 90K
65: R49 Discontinued Operations (Schedule of income HTML 75K
statement disclosures) (Details)
66: R50 Discontinued Operations (Schedule of assets and HTML 63K
liabilities held for sale test) (Details)
67: R51 Inventories (Schedule of inventory, current) HTML 40K
(Details)
68: R52 Inventories (Schedule of inventory reserve) HTML 38K
(Details)
69: R53 Property, Plant and Equipment (Narrative) HTML 40K
(Details)
70: R54 Property, Plant and Equipment (Schedule of HTML 57K
property, plant and equipment) (Details)
71: R55 Leases (Narrative) (Details) HTML 47K
72: R56 Lease (Schedule of cost) (Details) HTML 41K
73: R57 Leases (Schedule of balance sheet classification) HTML 58K
(Details)
74: R58 Leases (Schedule of cash flow information) HTML 53K
(Details)
75: R59 Leases (Schedule of other information) (Details) HTML 41K
76: R60 Leases (Schedule of lessee, operating lease HTML 72K
liability, maturity) (Details)
77: R61 Intangible assets (Schedule of major components) HTML 44K
(Details)
78: R62 Intangible assets (Schedule of future HTML 47K
amortization) (Details)
79: R63 Accounts Payable and Accrued Liabilities (Details) HTML 48K
80: R64 Notes Payable (Narrative) (Details) HTML 34K
81: R65 Long-Term Debt (Narrative) (Details) HTML 80K
82: R66 Long-Term Debt (Schedule of Line of Credit HTML 54K
Facilities) (Details)
83: R67 Long-Term Debt (Schedule of Maturities of HTML 55K
Long-term Debt) (Details)
84: R68 Long-Term Debt (Schedule of Interest Expense and HTML 46K
Interest Income) (Details)
85: R69 Series B-1 Preferred Stock (Narrative) (Details) HTML 90K
86: R70 Stock-Based Compensation (Narrative) (Details) HTML 105K
87: R71 Stock-Based Compensation (Schedule of stock option HTML 81K
activity) (Details)
88: R72 Stock-Based Compensation (Schedule of non-vested HTML 52K
stock option activity) (Details)
89: R73 Stock-Based Compensation (Schedule of HTML 52K
weighted-average assumptions to determine fair
value of stock options granted) (Details)
90: R74 Stock-Based Compensation (Schedule of stock HTML 79K
options outstanding and exercisable) (Details)
91: R75 Stock-Based Compensation (Schedule of non-vested HTML 52K
RSU activity) (Details)
92: R76 Stock-Based Compensation (Schedule of non-vested HTML 52K
PSU activity) (Details)
93: R77 Stock-Based Compensation (Schedule of TSR PSUs HTML 52K
using a Monte Carlo valuation model (Details)
94: R78 Stock-Based Compensation (Schedule of non-vested HTML 53K
TSR PSU activity (Details)
95: R79 Income Taxes (Narrative) (Details) HTML 33K
96: R80 Income Taxes (Schedule of components of income tax HTML 59K
expense) (Details)
97: R81 Income Taxes (Schedule of components of earnings HTML 40K
(Loss) Before Income Taxes) (Details)
98: R82 Income Taxes (Schedule of components of income tax HTML 47K
expense (Benefit)) (Details)
99: R83 Income Taxes (Schedule of deferred tax assets and HTML 57K
liabilities) (Details)
100: R84 Income Taxes (Schedule of deferred tax assets and HTML 42K
liabilities by geographic segment) (Details)
101: R85 Income Taxes (Schedule of deferred income tax HTML 36K
valuation allowance) (Details)
102: R86 Income Taxes (Schedule of net operating losses, HTML 75K
tax credits and capital losses recorded deferred
tax assets) (Details)
103: R87 Earnings (Loss) Per Share (Narrative) (Details) HTML 45K
104: R88 Earnings (Loss) Per Share (Disclosure of basic and HTML 105K
diluted earnings (Loss) Per Share) (Details)
105: R89 Supplemental Cash Flow Information (Details) HTML 69K
106: R90 Commitments and Contingencies (Narrative) HTML 48K
(Details)
107: R91 Disaggregation of Revenue, Geographic Information, HTML 44K
and Major Customers (Narrative) (Details)
108: R92 Disaggregation of Revenue, Geographic Information, HTML 53K
and Major Customers (Disaggregated by product
category) (Details)
109: R93 Disaggregation of Revenue, Geographic Information, HTML 50K
and Major Customers (Revenues from External
Customers) (Details)
110: R94 Disaggregation of Revenue, Geographic Information, HTML 38K
and Major Customers (Long-Lived Assets) (Details)
111: R95 Disaggregation of Revenue, Geographic Information, HTML 41K
and Major Customers (Major Customers) (Details)
112: R96 Subsequent Event (Narrative) (Details) HTML 37K
113: R97 Quarterly Results of Operations (Unaudited) HTML 119K
(Details)
115: XML IDEA XML File -- Filing Summary XML 217K
118: XML XBRL Instance -- form10k_htm XML 2.54M
114: EXCEL IDEA Workbook of Financial Report Info XLSX 208K
13: EX-101.CAL XBRL Calculations -- stkl-20231230_cal XML 215K
14: EX-101.DEF XBRL Definitions -- stkl-20231230_def XML 1.10M
15: EX-101.LAB XBRL Labels -- stkl-20231230_lab XML 4.87M
16: EX-101.PRE XBRL Presentations -- stkl-20231230_pre XML 1.56M
12: EX-101.SCH XBRL Schema -- stkl-20231230 XSD 414K
116: JSON XBRL Instance as JSON Data -- MetaLinks 741± 1.11M
117: ZIP XBRL Zipped Folder -- 0001062993-24-004783-xbrl Zip 653K
| SunOpta Inc.: Exhibit 97 - Filed by newsfilecorp.com |
Exhibit 97
SUNOPTA INC.
CLAWBACK POLICY
(Approved October 24, 2023)
1. Introduction. The Board of Directors (the "Board") of SunOpta Inc. (the "Company") believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance compensation philosophy. Therefore, the Board has adopted this policy which authorizes the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the "Policy").
2. Administration. This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
3. Covered Executives. This Policy applies to the Company's current and former executive officers (as defined in Item 401(b) of Regulation S-K promulgated under the Securities Act of 1933) and such other senior leadership team members who may from time to time be deemed subject to the Policy by the Board (the "Covered Executives").
4. Recoupment; Accounting Restatement. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company's material noncompliance with any financial reporting requirement under the securities laws, the Board shall require reimbursement or forfeiture of any excess Incentive Compensation (defined below) received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement, subject to the exceptions listed in Section 7 below. For purposes of determining the relevant recovery period, the date that the Company is required to prepare an accounting restatement is the earlier to occur of (i) the date the Board, the Compensation Committee, or any officer of the Company authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement.
5. Incentive Compensation. For purposes of this Policy, "Incentive Compensation" includes, without limitation, any of the following; provided that, such compensation is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure:
Annual bonuses and other short- and long-term cash incentives.
Stock options.
Stock appreciation rights.
Restricted stock.
Restricted stock units.
Performance shares.
Performance units.
Financial reporting measures include, without limitation:
Company stock price.
Total shareholder return.
Revenues.
Net income.
EBITDA.
Funds from operations.
Liquidity measures such as working capital or operating cash flow.
Return measures such as return on invested capital or return on assets.
Earnings measures such as earnings per share.
6. Excess Incentive Compensation: Amount Subject to Recovery. The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board, and such amount will be computed without regard to any taxes paid. If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. With respect to Incentive Compensation based on stock price or total shareholder return, the amount to be recovered will be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive Compensation was received.
7. Method of Recoupment. The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:
(a) requiring reimbursement of cash Incentive Compensation previously paid;
(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards;
(c) offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive;
(d) cancelling outstanding vested or unvested equity awards; and/or
(e) taking any other remedial and recovery action permitted by law, as determined by the Board.
Notwithstanding anything to the contrary in this Section 7, the Company is not required to recoup Incentive Compensation if any of the following conditions are met and the Company's Compensation Committee (or in the absence of a Compensation Committee, a majority of the Company's independent directors as defined in Nasdaq rules) has made a determination that recovery would be impracticable:
(i) The direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of erroneously awarded compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such erroneously awarded compensation, document such reasonable attempt(s) to recover.
(ii) Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of erroneously awarded compensation based on violation of home country law, the Company must obtain an opinion of home country counsel that recovery would result in such a violation.
(iii) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
8. No Indemnification. The Company shall not indemnify any Covered Executives against the loss of any incorrectly calculated Incentive Compensation or any amount recovered under this Policy.
9. Documentation and Provision to Nasdaq. The Company shall maintain documentation of (a) any determination of a reasonable estimate of the effect of an accounting restatement on stock price or total shareholder return pursuant to Section 6 above and (b) any determination that recoupment of Incentive Compensation is not required pursuant to Sections 7(i) or 7(ii) above. The Company shall provide such documentation to Nasdaq as required by Nasdaq listing rules.
10. Interpretation. The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy.
11. Effective Date. This Policy shall be effective as of the date it is adopted by the Board (the "Effective Date") and shall apply to Incentive Compensation that is approved, awarded or granted to Covered Executives before, on or after that date.
12. Amendment; Termination. The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with any rules or standards adopted by a national securities exchange on which the Company's securities are listed. The Board may terminate this Policy or adopt a new policy at any time.
13. Other Recoupment Rights. The Board may require that any employment agreement, equity award agreement or similar agreement entered into shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
14. Successors. This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/24 | 8-K | ||
| For Period end: | 12/30/23 | |||
| 10/24/23 | 4 | |||
| 11/28/22 | ||||
| List all Filings | ||||