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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 SP Plus Corp. 10-K 12/31/23 113:17M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 5.07M
2: EX-21 Subsidiaries List HTML 40K
3: EX-23 Consent of Expert or Counsel HTML 33K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 49K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
6: EX-31.3 Certification -- §302 - SOA'02 HTML 37K
7: EX-32 Certification -- §906 - SOA'02 HTML 36K
10: R1 Cover page HTML 103K
11: R2 Consolidated Balance Sheets HTML 166K
12: R3 Consolidated Balance Sheets (Parenthetical) HTML 54K
13: R4 Consolidated Statements of Income HTML 119K
14: R5 Consolidated Statements of Comprehensive Income HTML 60K
15: R6 Consolidated Statements of Stockholders' Equity HTML 100K
16: R7 Consolidated Statements of Cash Flows HTML 125K
17: R8 Significant Accounting Policies and Practices HTML 132K
18: R9 Acquisitions HTML 95K
19: R10 Leases HTML 194K
20: R11 Revenue HTML 134K
21: R12 Net Income per Common Share HTML 65K
22: R13 Stock-Based Compensation HTML 132K
23: R14 Property and Equipment, net HTML 80K
24: R15 Other Intangible Assets, net HTML 131K
25: R16 Goodwill HTML 92K
26: R17 Fair Value Measurement HTML 100K
27: R18 Borrowing Arrangements HTML 91K
28: R19 Stock Repurchase Program HTML 56K
29: R20 Income Taxes HTML 224K
30: R21 Benefit Plans HTML 114K
31: R22 Comprehensive Income HTML 142K
32: R23 Legal and Other Commitments and Contingencies HTML 36K
33: R24 Segment Information HTML 178K
34: R25 Significant Accounting Policies and Practices HTML 176K
(Policies)
35: R26 Significant Accounting Policies and Practices HTML 76K
(Tables)
36: R27 Acquisitions (Tables) HTML 86K
37: R28 Leases (Tables) HTML 186K
38: R29 Revenue (Tables) HTML 119K
39: R30 Net Income per Common Share (Tables) HTML 63K
40: R31 Stock-Based Compensation (Tables) HTML 122K
41: R32 Property and Equipment, net (Tables) HTML 78K
42: R33 Other Intangible Assets, net (Tables) HTML 134K
43: R34 Goodwill (Tables) HTML 94K
44: R35 Fair Value Measurement (Tables) HTML 92K
45: R36 Borrowing Arrangements (Tables) HTML 78K
46: R37 Stock Repurchase Program (Tables) HTML 51K
47: R38 Income Taxes (Tables) HTML 224K
48: R39 Benefit Plans (Tables) HTML 95K
49: R40 Comprehensive Income (Tables) HTML 145K
50: R41 Segment Information (Tables) HTML 170K
51: R42 Significant Accounting Policies and Practices - HTML 123K
Narrative (Details)
52: R43 Significant Accounting Policies and Practices - HTML 40K
Schedule of Transactions Affecting Allowance for
Doubtful Accounts (Details)
53: R44 Significant Accounting Policies and Practices - HTML 49K
Components of Accrued and Other Current
Liabilities (Details)
54: R45 Acquisitions - Narrative (Details) HTML 91K
55: R46 Acquisitions - Schedule of Estimated Fair Values HTML 71K
of Assets Acquired and Liabilities Assumed
(Details)
56: R47 Acquisitions - Schedule of Other Assets Acquired HTML 56K
were Recorded at their Estimated Fair Value
(Details)
57: R48 Leases - Narrative (Details) HTML 50K
58: R49 Leases - Schedule of Components of ROU Assets and HTML 57K
Lease Liabilities (Details)
59: R50 Leases - Schedule of Components of Lease Cost HTML 50K
(Details)
60: R51 Leases - Schedule of Components of Lease Cost HTML 38K
(Parenthetical) (Details)
61: R52 Leases - Schedule of Maturities of Lease HTML 100K
Liabilities (Details)
62: R53 Leases - Schedule of Supplemental Cash Flow HTML 44K
Information Related to Leases (Details)
63: R54 Revenue - Narrative (Details) HTML 38K
64: R55 Revenue - Schedule of Performance Obligations HTML 52K
(Details)
65: R56 Revenue - Schedule of Performance Obligations HTML 34K
(Details 1)
66: R57 Revenue - Schedule of Contract Asset and HTML 40K
Liabilities (Details)
67: R58 Revenue - Schedule of Contract Asset Balances HTML 39K
(Details)
68: R59 Revenue - Schedule of Contract Liabilities HTML 41K
Balances (Details)
69: R60 Revenue - Summary of Cost of Contracts (Details) HTML 37K
70: R61 Revenue - Schedule of Cost of Contracts Expense HTML 35K
(Details)
71: R62 Net Income per Common Share - Basic and Diluted HTML 60K
Net Income per Common Share and Weighted Average
Common Shares Outstanding (Details)
72: R63 Net Income (Loss) per Common Share - Narrative HTML 34K
(Details)
73: R64 Stock-Based Compensation - Narrative (Details) HTML 88K
74: R65 Stock-Based Compensation - Schedule of Vested HTML 46K
Stock Grants (Details)
75: R66 Stock-Based Compensation - Restricted and HTML 69K
Performance Stock Units Rollforward (Details)
76: R67 Stock-Based Compensation - Restricted and HTML 45K
Performance Stock Units Rollforward
(Parenthetical) (Details)
77: R68 Stock-Based Compensation - Schedule of HTML 46K
Compensation Expense (Details)
78: R69 Stock-Based Compensation - Schedule of HTML 48K
Unrecognized Compensation Expense (Details)
79: R70 Property and Equipment, net - Summary of Property HTML 63K
and Equipment and Related Accumulated Depreciation
and Amortization (Details)
80: R71 Property and Equipment, net - Schedule of HTML 37K
Depreciation and Amortization (Details)
81: R72 Other Intangible Assets, net - Components of HTML 57K
Intangible Assets, Net (Details)
82: R73 Other Intangible Assets, net - Summary of HTML 34K
Amortization of Other Intangible Assets (Details)
83: R74 Other Intangible Assets, net - Schedule of Future HTML 47K
Amortization (Details)
84: R75 Goodwill - Schedule of Changes in Carrying Amounts HTML 55K
of Goodwill (Details)
85: R76 Fair Value Measurement - Schedule of Contingent HTML 43K
Consideration (Details)
86: R77 Fair Value Measurement - Schedule of Measurement HTML 64K
Date, Net Book Value and Related Impairment
Charges for Assets (Details)
87: R78 Fair Value Measurement - Narrative (Details) HTML 37K
88: R79 Borrowing Arrangements - Schedule of Long-Term HTML 55K
Borrowing (Details)
89: R80 Borrowing Arrangements - Schedule of Long-Term HTML 36K
Borrowing (Parenthetical) (Details)
90: R81 Borrowing Arrangements - Schedule of Future HTML 50K
Maturities of Debt, Including Finance Leases
(Details)
91: R82 Borrowing Arrangements - Narrative (Details) HTML 93K
92: R83 Stock Repurchase Program - Narrative (Details) HTML 45K
93: R84 Stock Repurchase Program - Summary of Share HTML 38K
Repurchase Activity (Details)
94: R85 Stock Repurchase Program - Summary of Remaining HTML 40K
Authorized Repurchase Amounts (Details)
95: R86 Income Taxes - Schedule of Components of Earnings HTML 41K
(Loss) Before Income Taxes (Details)
96: R87 Income Taxes - Schedule of Components of Income HTML 60K
Tax Expense (Benefit) (Details)
97: R88 Income Taxes - Schedule of Components of Company's HTML 75K
Deferred Tax Assets and Liabilities (Details)
98: R89 Income Taxes - Schedule of Changes Affecting the HTML 39K
Valuation Allowances on Deferred Tax Assets
(Details)
99: R90 Income Taxes - Narrative (Details) HTML 54K
100: R91 Income Taxes - Schedule of Reconciliation of HTML 56K
Differences Between the U.S. Federal Statutory
Income Tax Rate and Effective Income Tax Rate
(Details)
101: R92 Income Taxes - Schedule of Tax Years that Remain HTML 44K
Subject to Examination for the Company's Major Tax
Jurisdictions (Details)
102: R93 Benefit Plans - Narrative (Details) HTML 67K
103: R94 Benefit Plans - Multiemployer Defined Benefit HTML 47K
Pension Plans (Details)
104: R95 Comprehensive Income - Components of Other HTML 54K
Comprehensive Income and Income Tax Benefit
Allocated (Details)
105: R96 Comprehensive Income - Components of Accumulated HTML 52K
Other Comprehensive Loss (Details)
106: R97 Comprehensive Income - Reclassifications from HTML 51K
Accumulated Other Comprehensive Loss (Details)
107: R98 Segment Information - Schedule of Segment HTML 74K
Information by Regions (Details)
108: R99 Segment Information - Schedule of Segment HTML 37K
Information by Regions (Parenthetical) (Details)
110: XML IDEA XML File -- Filing Summary XML 216K
113: XML XBRL Instance -- sp-20231231_htm XML 4.24M
109: EXCEL IDEA Workbook of Financial Report Info XLSX 216K
9: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 5.15M
Linkbases Document -- sp-20231231
111: JSON XBRL Instance as JSON Data -- MetaLinks 715± 1.14M
112: ZIP XBRL Zipped Folder -- 0000950170-24-021554-xbrl Zip 658K
| EX-97.1 |
Exhibit 97.1
SP PLUS CORPORATION
DODD-FRANK CLAWBACK POLICY
The Board of Directors (the “Board”) of SP Plus Corporation (the “Company”) believes that it is appropriate for the Company to adopt this Dodd-Frank Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date.
1. Definitions
For purposes of this Policy, the following definitions shall apply:
2. Recoupment of Erroneously Awarded Compensation
In the event of a Restatement, any Erroneously Awarded Compensation Received during the Lookback Period prior to the Restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the Company Group in accordance with Section 3 of this Policy. The Committee must pursue (and shall not have the discretion to waive) the forfeiture and/or repayment of such Erroneously Awarded Compensation in accordance with Section 3 of this Policy, except as provided below.
Notwithstanding the foregoing, the Committee (or, if the Committee is not a committee of the Board responsible for the Company’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue the forfeiture and/or recovery of Erroneously Awarded Compensation from any person if the Committee determines that such forfeiture and/or recovery would be impracticable due to any of the following circumstances: (i) the direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the Policy would exceed the amount to be recovered (following reasonable attempts by the Company Group to recover such Erroneously Awarded Compensation, the documentation of such attempts, and the provision of such documentation to the Nasdaq), (ii) pursuing such recovery would violate the Company’s Home Country laws adopted prior to November 28, 2022 (provided that the Company obtains an opinion of Home Country counsel acceptable to the Nasdaq that recovery would result in such a violation and provides such opinion to the Nasdaq), or (iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
3. Means of Repayment
In the event that the Committee determines that any person shall repay any Erroneously Awarded Compensation, the Committee shall provide written notice to such person by email or certified mail to the physical address on file with the Company Group for such person, and the person shall satisfy such repayment in a manner and on such terms as required by the Committee, and the Company Group shall be entitled to set off the repayment amount against any amount owed to the person by the Company Group, to require the forfeiture of any award granted by the Company Group to the person, or to take any and all necessary actions to reasonably promptly recoup the repayment amount from the person, in each case, to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code and the regulations and guidance thereunder. If the Committee does not specify a repayment timing in the written notice described above, the applicable person shall be required to repay the Erroneously Awarded Compensation to the Company Group by wire, cash or cashier’s check no later than thirty (30) days after receipt of such notice.
4. No Indemnification
No person shall be indemnified, insured or reimbursed by the Company Group in respect of any loss of compensation by such person in accordance with this Policy, nor shall any person receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, and no person shall be paid or reimbursed by the Company Group for any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this
Policy. For this purpose, “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing the person a new cash award which would be cancelled to effect the recovery of any Erroneously Awarded Compensation). In no event shall the Company Group be required to award any person an additional payment if any Restatement would result in a higher incentive compensation payment.
5. Miscellaneous
This Policy generally will be administered and interpreted by the Committee, provided that the Board may, from time to time, exercise discretion to administer and interpret this Policy, in which case, all references herein to “Committee” shall be deemed to refer to the Board. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties. Any discretionary determinations of the Committee under this Policy, if any, need not be uniform with respect to all persons, and may be made selectively amongst persons, whether or not such persons are similarly situated.
This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the Nasdaq, including any additional or new requirements that become effective after the Effective Date which upon effectiveness shall be deemed to automatically amend this Policy to the extent necessary to comply with such additional or new requirements.
The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. Recoupment of Erroneously Awarded Compensation under this Policy is not dependent upon the Company Group satisfying any conditions in this Policy, including any requirements to provide applicable documentation to the Nasdaq.
The rights of the Company Group under this Policy to seek forfeiture or reimbursement are in addition to, and not in lieu of, any rights of recoupment, or remedies or rights other than recoupment, that may be available to the Company Group pursuant to the terms of any law, government regulation or stock exchange listing requirement or any other policy, code of conduct, employee handbook, employment agreement, equity award agreement, or other plan or agreement of the Company Group.
6. Amendment and Termination
To the extent permitted by, and in a manner consistent with applicable law, including SEC and Nasdaq rules, the Committee may terminate, suspend or amend this Policy at any time in its discretion.
7. Successors
This Policy shall be binding and enforceable against all persons and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation granted, vested or paid to or administered by such persons or entities.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/28/24 | |||
| Filed on: | 2/27/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/24/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||