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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/20 Resideo Technologies, Inc. 10-K 12/31/19 143:20M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.32M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 764K
Liquidation or Succession
3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 58K
4: EX-10.25 Material Contract HTML 119K
5: EX-10.26 Material Contract HTML 99K
6: EX-10.27 Material Contract HTML 53K
7: EX-10.28 Material Contract HTML 74K
8: EX-10.29 Material Contract HTML 144K
9: EX-21.1 Subsidiaries List HTML 61K
10: EX-23.1 Consent of Experts or Counsel HTML 39K
11: EX-24.1 Power of Attorney HTML 46K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 47K
14: EX-32.1 Certification -- §906 - SOA'02 HTML 42K
15: EX-32.2 Certification -- §906 - SOA'02 HTML 42K
112: R1 Document And Entity Information HTML 104K
69: R2 Consolidated and Combined Statement of Operations HTML 94K
23: R3 Consolidated and Combined Statement of HTML 62K
Comprehensive Income (Loss)
98: R4 Consolidated Balance Sheet HTML 119K
110: R5 Consolidated Balance Sheet (Parenthetical) HTML 49K
68: R6 Consolidated and Combined Statement of Cash Flow HTML 138K
22: R7 Consolidated and Combined Statement of Equity HTML 80K
95: R8 Organization, Consolidation and Presentation of HTML 53K
Financial Statements
114: R9 Summary of Significant Accounting Policies HTML 88K
46: R10 Earnings Per Share HTML 97K
62: R11 Acquisitions HTML 45K
140: R12 Related Party Transactions with Honeywell HTML 82K
93: R13 Revenue Recognition HTML 84K
47: R14 Restructuring Charges HTML 97K
63: R15 Other Expense, Net HTML 68K
142: R16 Income Taxes HTML 284K
94: R17 Accounts Receivables - Net HTML 57K
48: R18 Inventories Net HTML 64K
61: R19 Property, Plant, and Equipment - Net HTML 71K
115: R20 Goodwill and Other Intangible Assets - Net HTML 104K
96: R21 Accrued Liabilities HTML 67K
24: R22 Long-term Debt and Credit Agreement HTML 107K
66: R23 Leases HTML 99K
116: R24 Financial Instruments and Fair Value Measures HTML 51K
97: R25 Stock-Based Compensation Plans HTML 144K
25: R26 Commitments and Contingencies HTML 185K
67: R27 Pension HTML 669K
111: R28 Segment Financial Data HTML 197K
99: R29 Geographic Areas - Financial Data HTML 93K
92: R30 Unaudited Quarterly Financial Information HTML 139K
138: R31 Summary of Significant Accounting Policies HTML 167K
(Policies)
65: R32 Earnings Per Share (Tables) HTML 94K
50: R33 Related Party Transactions with Honeywell (Tables) HTML 73K
91: R34 Revenue Recognition (Tables) HTML 77K
137: R35 Restructuring Charges (Tables) HTML 97K
64: R36 Other Expense, Net (Tables) HTML 67K
49: R37 Income Taxes (Tables) HTML 278K
90: R38 Accounts Receivables - Net (Tables) HTML 57K
139: R39 Inventories Net (Tables) HTML 65K
108: R40 Property, Plant, and Equipment - Net (Tables) HTML 71K
122: R41 Goodwill and Other Intangible Assets - Net HTML 103K
(Tables)
73: R42 Accrued Liabilities (Tables) HTML 66K
27: R43 Long-term Debt and Credit Agreement (Tables) HTML 94K
107: R44 Leases (Tables) HTML 101K
121: R45 Stock-Based Compensation Plans (Tables) HTML 143K
72: R46 Commitments and Contingencies (Tables) HTML 158K
26: R47 Pension (Tables) HTML 680K
104: R48 Segment Financial Data (Tables) HTML 199K
124: R49 Geographic Areas - Financial Data (Tables) HTML 94K
135: R50 Unaudited Quarterly Financial Information (Tables) HTML 138K
85: R51 Organization, Operations and Basis of Presentation HTML 53K
- Additional Information (Details)
38: R52 Summary of Significant Accounting Policies - HTML 117K
Additional Information (Details)
51: R53 Earnings Per Share - Addtional Information HTML 65K
(Details)
136: R54 Earnings Per Share - Schedule of Earnings Per HTML 73K
Share (Details)
86: R55 Acquisitions - Additional Information (Details) HTML 54K
39: R56 Related Party Transactions with Honeywell - HTML 54K
Additional Information (Details)
52: R57 Related Party Transactions with Honeywell - HTML 56K
Summary of Components of Net Transfers to and from
Honeywell (Details)
133: R58 Revenue Recognition - Schedule of Disaggregated HTML 63K
Revenue (Details)
89: R59 Revenue Recognition - Additional Information HTML 53K
(Details)
31: R60 Revenue Recognition - Additional Information HTML 44K
(Details 1)
77: R61 Restructuring Charges - Additional Information HTML 50K
(Details)
118: R62 Restructuring Charges - Summary of Pretax HTML 49K
Distribution of Net Restructuring Charges by
Statement of Operations Classification (Details)
101: R63 Restructuring Charges - Summary of Status of Total HTML 52K
Restructuring Reserves Related to Severance Cost
(Details)
32: R64 Other Expense, Net - Summary of Other Expense Net HTML 48K
(Detail)
78: R65 Income Taxes - Schedule of Income Before Taxes HTML 49K
(Details)
119: R66 Income Taxes - Schedule of Components of Income HTML 64K
Tax Expense (Benefit) (Details)
102: R67 Income Taxes - Schedule of Effective Income Tax HTML 78K
Rate Reconciliation, Income Tax expense (Benefit)
(Details)
35: R68 Income Taxes - Additional Information (Details) HTML 86K
75: R69 Income Taxes - Schedule of Tax Effects of HTML 82K
Temporary Differences and Tax Carryforwards
(Details)
57: R70 Accounts Receivables Net (Details) HTML 49K
44: R71 Inventories Net (Details) HTML 55K
82: R72 Inventories Net - Additional Information (Details) HTML 41K
129: R73 Property Plant and Equipment - Net - Schedule of HTML 60K
Property Plant and Equipment - Net (Details)
56: R74 Property Plant and Equipment - Net - Additional HTML 43K
Information (Details)
43: R75 Goodwill and Other Intangible Assets - Net - HTML 66K
Additional Information (Details)
81: R76 Goodwill and Other Intangible Assets - Net - HTML 59K
Schedule of Other Intangible Assets With Finite
Lives (Detail)
128: R77 Accrued Liabilities - Summary of Accrued HTML 54K
Liabilities (Details)
59: R78 Long-term Debt and Credit Agreement - Schedule of HTML 61K
Debt (Details)
40: R79 Long-term Debt and Credit Agreement - Schedule of HTML 50K
Debt (Parenthetical) (Details)
58: R80 Long-term Debt and Credit Agreement - Scheduled HTML 66K
Principal Repayments Under Senior Credit
Facilities and Senior Notes (Details)
45: R81 Long-term Debt and Credit Agreement - Additional HTML 181K
Information (Details)
83: R82 Leases - Schedule of Operating Lease Costs HTML 46K
(Details)
130: R83 Leases - Additional Information (Details) HTML 42K
55: R84 Leases - Summary of Lease Recognized Related to HTML 53K
Operating Leases (Details)
42: R85 Leases - Maturities of Operating Lease Liabilities HTML 64K
(Details)
80: R86 Leases - Supplemental Cash Flow Information HTML 44K
Related to Operating Leases (Details)
127: R87 Stock-Based Compensation Plans - Additional HTML 112K
Information (Details)
60: R88 Stock-Based Compensation Plans - Summarized RSU HTML 64K
Activity Related to Stock Incentive Plan (Details)
41: R89 Stock-Based Compensation Plans - Summary of Fair HTML 53K
Value of Stock Options (Details)
30: R90 Stock-Based Compensation Plans - Summary of Stock HTML 73K
Option Activity (Details)
76: R91 Stock-Based Compensation Plans - Summarized HTML 47K
Stock-Based Compensation Expense and Related Tax
Benefits (Details)
117: R92 Commitments and Contingencies - Summary of HTML 56K
Information Concernin Recorded Liabilities for
Environmental Costs (Details)
100: R93 Commitments and Contingencies - Additional HTML 105K
Information (Details)
33: R94 Commitments and Contingencies - Summary of HTML 51K
Honeywell Reimbursement Agreement Liabilities
(Details)
79: R95 Commitments and Contingencies - Summary of HTML 50K
Honeywell Reimbursement Agreement Liabilities
Included in Balance Sheet Accounts (Details)
120: R96 Commitments and Contingencies - Summary of HTML 50K
Recorded Obligations for Product Warranties and
Product Performance Guarantee (Details)
103: R97 Pension - Additional Information (Details) HTML 70K
34: R98 Pension - Summary of Balance Sheet Impact, HTML 87K
Including Benefit Obligations, Assets and Funded
Status (Details)
74: R99 Pension - Summary of Balance Sheet Impact, HTML 44K
Including Benefit Obligations, Assets and Funded
Status (Parenthetical) (Details)
125: R100 Pension - Summary of Accumulated Other HTML 56K
Comprehensive (Income) Loss Associated with
Pension Plans (Details)
105: R101 Pension - Summary of Accumulated Other HTML 44K
Comprehensive (Income) Loss Associated with
Pension Plans (Parenthetical) (Details)
28: R102 Pension - Summary of Net Periodic Benefit (Income) HTML 67K
Cost and Other Amounts Recognized in Comprehensive
(Income) Loss (Details)
70: R103 Pension - Summary of Net Periodic Benefit (Income) HTML 44K
Cost and Other Amounts Recognized in Comprehensive
(Income) Loss (Parenthetical) (Details)
126: R104 Pension - Summary of Net Periodic Benefit (Income) HTML 58K
Cost Other Than The Service Cost Included in Other
Expense, Net (Details)
106: R105 Pension - Summary of Net Periodic Benefit (Income) HTML 44K
Cost Other Than The Service Cost Included in Other
Expense, Net (Parenthetical) (Details)
29: R106 Pension - Summary of Significant Actuarial HTML 62K
Assumptions Used in Determining Benefit
Obligations and Net Periodic Benefit (Income) Cost
(Details)
71: R107 Pension - Summary of Amounts Relate to Pension HTML 55K
Plans with Accumulated Benefit Obligations
Exceeding Fair Value of Plan Assets (Details)
123: R108 Pension - Summary of NAV and Fair Values of U.S. HTML 86K
Pension Plans Assets by Asset Category (Details)
109: R109 Pension - Summary of Fair Values of Non-U.S. HTML 84K
Pension Plans Assets by Asset Category (Details)
88: R110 Pension - Summary of Changes in Fair Value of HTML 63K
Level 3 Assets for Non-U.S (Details)
132: R111 Pension - Summary of Benefit Payments (Details) HTML 60K
54: R112 Segment Financial Data - Additional Information HTML 42K
(Details)
37: R113 Segment Financial Data - Schedule of Segment HTML 66K
Information (Details)
87: R114 Segment Financial Data - Schedule of HTML 73K
Reconciliation of Segment Adjusted EBITDA
(Details)
131: R115 Segment Financial Data - Schedule of HTML 55K
Reconciliation of Segment Adjusted EBITDA
(Parenthetical) (Details)
53: R116 Geographic Areas - Financial Data - Schedule of HTML 56K
Geographic Areas (Details)
36: R117 Geographic Areas - Financial Data - Schedule of HTML 49K
Geographic Areas (Parenthetical) (Details)
84: R118 Unaudited Quaterly Financial Information - HTML 67K
Unaudited Quarterly Results of Operations
(Details)
134: R119 Unaudited Quaterly Financial Information - HTML 52K
Unaudited Quarterly Results of Operations
(Parenthetical) (Details)
141: XML IDEA XML File -- Filing Summary XML 263K
113: EXCEL IDEA Workbook of Financial Reports XLSX 148K
16: EX-101.INS XBRL Instance -- rezi-20191231 XML 5.52M
18: EX-101.CAL XBRL Calculations -- rezi-20191231_cal XML 284K
19: EX-101.DEF XBRL Definitions -- rezi-20191231_def XML 999K
20: EX-101.LAB XBRL Labels -- rezi-20191231_lab XML 1.88M
21: EX-101.PRE XBRL Presentations -- rezi-20191231_pre XML 1.64M
17: EX-101.SCH XBRL Schema -- rezi-20191231 XSD 301K
143: ZIP XBRL Zipped Folder -- 0001564590-20-007105-xbrl Zip 285K
Exhibit 4.1
DESCRIPTION OF SECURITIES
The summary of the general terms and provisions of the capital stock of Resideo Technologies, Inc. (“we”, “us”, “our” or the “Company”) set forth below does not purport to be complete and is subject to and qualified by reference to the Company’s Amended and Restated Certificate of Incorporation (our “Certificate”) and Amended and Restated By-Laws (our “By-Laws,” and together with our Certificate, our “Charter Documents”), each of which is incorporated herein by reference and attached as an exhibit to the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. For additional information, please read the Company’s Charter Documents and the applicable provisions of the Delaware General Corporation Law (the “DGCL”).
Authorized Capital Stock
Our authorized capital stock consists of 700,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share. The number of authorized shares of either the common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of our voting stock entitled to vote, voting as a single class. The common stock is our only class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended.
Common Stock
Dividend Rights
The holders of shares of our common stock are entitled to receive dividends when, as and if declared by our Board of Directors (our “Board”) at its discretion out of funds legally available for that purpose, subject to applicable law and the preferential rights of any preferred stock that may be outstanding.
Voting Rights
The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Corporate actions to be taken by vote of the stockholders generally require the vote of holders of a majority in voting power of the shares of capital stock of the Company entitled to vote on the matter and who are present in person or represented by proxy, except as otherwise required by law or provided in the Charter Documents. Our Certificate does not provide for cumulative voting by stockholders in the election of directors. Directors are elected by the affirmative vote of the majority of votes cast, except that if the number of nominees exceeds the number of directors to be elected, the directors are elected by a plurality of the votes cast, up to the number of directors to be elected in such meeting. A majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director.
Liquidation Rights
Subject to the preferential liquidation rights of any preferred stock that may be outstanding, upon our liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in our assets legally available for distribution to our stockholders.
Fully Paid
The issued and outstanding shares of our common stock are fully paid and non-assessable.
Other Rights
The holders of our common stock are not entitled to preemptive rights or preferential rights to subscribe for shares of our capital stock or rights to redeem or convert the holders’ shares of our common stock.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Equiniti Trust Company.
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Our common stock is listed on the New York Stock Exchange, under the ticker symbol “REZI.”
Preferred Stock
Our Certificate authorizes our Board to designate and issue from time to time one or more series of preferred stock without stockholder approval. Our Board may fix the number of shares constituting each such series and the designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional and other rights, if any, and any qualifications, limitations or restrictions, of the shares of each such series.
Anti-Takeover Provisions
Our Charter Documents and the DGCL contain certain provisions that may discourage an unsolicited takeover of the Company or make an unsolicited takeover of the Company more difficult. The following are some of the more significant anti-takeover provisions that are applicable to the Company:
Charter Documents
Classified Board. Our Certificate provides that, until our annual stockholder meeting in 2022, our Board will be divided into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors. Beginning with the 2019 annual meeting, all directors are elected to a term of office that expires at the 2022 annual meeting. Beginning at the 2022 annual meeting, all of our directors will stand for election each year for annual terms, and our Board will therefore no longer be divided into three classes.
Removal. Subject to the rights of the holders of any outstanding series of preferred stock, our Certificate provides that (i) until the election of directors at our annual stockholder meeting in 2022, our stockholders may remove directors only for cause and (ii) from and after the election of directors at our annual stockholder meeting in 2022, our stockholders may remove directors with or without cause. Removal requires the affirmative vote of holders of at least a majority of our voting stock entitled generally to vote on the election of directors of the Company.
Blank-Check Preferred Stock. Our Certificate authorizes our Board to designate and issue, without any further vote or action by the stockholders, preferred stock from time to time in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative, participating, optional and other rights, if any, and any qualifications, limitations or restrictions, of the shares of such series.
No Stockholder Action by Written Consent. Subject to the rights of the holders of any outstanding series of preferred stock, our Certificate expressly excludes the right of our stockholders to act by written consent. Stockholder action must take place at an annual meeting or at a special meeting of our stockholders.
Special Stockholder Meetings. Our Charter Documents provide that only our Chairman of our Board or a majority of our Board may call a special meeting of stockholders, except as otherwise required by law and subject to the rights of the holders of any outstanding series of preferred stock. Stockholders are not permitted to call a special meeting or to require our Board to call a special meeting.
Requirements for Advance Notification of Stockholder Nominations and Proposals. Under our By-Laws, stockholders of record are able to nominate persons for election to our Board or bring other business constituting a proper matter for stockholder action only by providing proper notice to our secretary. In the case of annual meetings, proper notice must be given, generally between 90 and 120 days prior to the first anniversary of the prior year’s annual meeting as first specified in the notice of meeting (without regard to any postponements or adjournments of such meeting after such notice was first sent). In the case of an election of directors to be held at a special meeting, proper notice must be given no earlier than the 90th day prior to the relevant meeting and no later than the later of the 60th day prior to such meeting or the 10th day following the public announcement of the meeting. Our By-Laws also specify requirements as to the substance and form of a stockholder’s notice.
US.126819972.02
Amendments to Certificate of Incorporation and By-Laws. The DGCL provides that the affirmative vote of holders of a majority of a company’s voting stock then outstanding is required to amend the company’s certificate of incorporation unless the company’s certificate of incorporation provides a higher threshold, and our Certificate does not provide for a higher threshold. Our Certificate provides that our By-Laws may be amended by our Board or by the affirmative vote of holders of at least a majority of our voting stock entitled generally to vote in the election of directors of the Company.
Delaware Takeover Statute
In general, Section 203 of the DGCL prohibits a Delaware corporation with a class of voting stock listed on a national securities exchange or held of record by 2,000 or more stockholders from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s voting stock. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:
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Before the stockholder became an interested stockholder, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
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Upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or |
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At or after the time the stockholder became an interested stockholder, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
The DGCL permits a corporation to opt out of, or choose not to be governed by, its anti-takeover statute by expressly stating so in its original certificate of incorporation (or subsequent amendment to its certificate of incorporation or bylaws approved by its stockholders). The Certificate does not contain a provision expressly opting out of the application of Section 203 of the DGCL; therefore, the Company is subject to the anti-takeover statute.
Exclusive Forum
Our Certificate provides, in all cases to the fullest extent permitted by law, that unless we consent in writing to the selection of an alternative forum, the Court of Chancery located within the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of the Company, any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee or stockholder of the Company to the Company or the Company’s stockholders, any action asserting a claim arising pursuant to the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery located in the State of Delaware, any action asserting a claim governed by the internal affairs doctrine or any other action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. However, if the Court of Chancery within the State of Delaware does not have jurisdiction, the action may be brought in any other state or federal court located within the State of Delaware.
US.126819972.02
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 2/27/20 | 4 | ||
| For Period end: | 12/31/19 | SD | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/25/21 Resideo Technologies, Inc. 10-K 12/31/20 141:23M ActiveDisclosure/FA 11/19/20 Resideo Technologies, Inc. 424B5 1:706K Donnelley … Solutions/FA 11/16/20 Resideo Technologies, Inc. 424B5 1:707K Donnelley … Solutions/FA 11/16/20 Resideo Technologies, Inc. S-3ASR 11/16/20 4:587K Donnelley … Solutions/FA 8/04/20 Resideo Technologies, Inc. S-8 8/04/20 4:89K Donnelley … Solutions/FA 5/19/20 SEC UPLOAD¶ 6/17/20 2:39K Resideo Technologies, Inc. |