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Preformed Line Products Co. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Friday, 3/8/24, at 3:59pm ET   ·   For:  12/31/23   ·   Accession #:  950170-24-28605   ·   File #:  0-31164

Previous ‘10-K’:  ‘10-K’ on 3/3/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   19 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/08/24  Preformed Line Products Co.       10-K       12/31/23  108:17M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.63M 
 2: EX-21       Subsidiaries List                                   HTML     34K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML     31K 
 8: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     46K 
                Awarded Compensation                                             
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     31K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     31K 
10: R1          Document and Entity Information                     HTML    102K 
11: R2          Consolidated Balance Sheets                         HTML    164K 
12: R3          Consolidated Balance Sheets (Parenthetical)         HTML     44K 
13: R4          Statements of Consolidated Income                   HTML    133K 
14: R5          Statements of Consolidated Comprehensive Income     HTML     62K 
15: R6          Statements of Consolidated Cash Flows               HTML    135K 
16: R7          Statements of Consolidated Cash Flows               HTML     31K 
                (Parenthetical)                                                  
17: R8          Statements of Consolidated Shareholders' Equity     HTML     93K 
18: R9          Statements of Consolidated Shareholders' Equity     HTML     53K 
                (Parenthetical)                                                  
19: R10         Significant Accounting Policies                     HTML     84K 
20: R11         Inventories, Net                                    HTML     54K 
21: R12         Property and Equipment, Net                         HTML     56K 
22: R13         Contingent Liabilities                              HTML     40K 
23: R14         Pension Plans                                       HTML    205K 
24: R15         Accumulated Other Comprehensive Income ("Aoci")     HTML    105K 
25: R16         Debt and Credit Arrangements                        HTML    132K 
26: R17         Leases                                              HTML    104K 
27: R18         Income Taxes                                        HTML    209K 
28: R19         Share-Based Compensation                            HTML    129K 
29: R20         Computation of Earnings Per Share                   HTML     71K 
30: R21         Goodwill and Other Intangibles                      HTML    138K 
31: R22         Fair Value of Financial Assets and Liabilities      HTML    126K 
32: R23         Revenue                                             HTML    104K 
33: R24         Segment Information                                 HTML    236K 
34: R25         Related Party Transactions                          HTML     39K 
35: R26         Acquisitions of Businesses                          HTML     94K 
36: R27         Exit of Russian Operations                          HTML     33K 
37: R28         Valuation and Qualifying Accounts                   HTML    138K 
38: R29         Significant Accounting Policies (Policies)          HTML    133K 
39: R30         Inventories, Net (Tables)                           HTML     52K 
40: R31         Property and Equipment, Net (Tables)                HTML     53K 
41: R32         Pension Plans (Tables)                              HTML    202K 
42: R33         Accumulated Other Comprehensive Income ("Aoci")     HTML    104K 
                (Tables)                                                         
43: R34         Debt and Credit Arrangements (Tables)               HTML    114K 
44: R35         Leases (Tables)                                     HTML    100K 
45: R36         Income Taxes (Tables)                               HTML    207K 
46: R37         Share-Based Compensation (Tables)                   HTML    107K 
47: R38         Computation of Earnings Per Share (Tables)          HTML     69K 
48: R39         Goodwill and Other Intangibles (Tables)             HTML    133K 
49: R40         Fair Value of Financial Assets and Liabilities      HTML    119K 
                (Tables)                                                         
50: R41         Revenue (Tables)                                    HTML     97K 
51: R42         Segment Information (Tables)                        HTML    230K 
52: R43         Acquisitions of Businesses (Tables)                 HTML     79K 
53: R44         Significant Accounting Policies - Additional        HTML     85K 
                Information (Detail)                                             
54: R45         Inventories, Net - Inventories, Net (Detail)        HTML     42K 
55: R46         Inventories, Net - Additional Information (Detail)  HTML     36K 
56: R47         Property and Equipment, Net - Property and          HTML     47K 
                Equipment, Net (Detail)                                          
57: R48         Property and Equipment, Net - Additional            HTML     32K 
                Information (Detail)                                             
58: R49         Contingent Liabilities - Additional Information     HTML     52K 
                (Detail)                                                         
59: R50         Pension Plans - Summary of U.S. Plans (Detail)      HTML     48K 
60: R51         Pension Plans - Changes in Benefit Obligations,     HTML     57K 
                Change in Plan Assets, Funded Status, and Amounts                
                Recognized in Consolidated Financial Statements                  
                (Detail)                                                         
61: R52         Pension Plans - Additional Information (Detail)     HTML     63K 
62: R53         Pension Plans - Amount Recognized in Accumulated    HTML     50K 
                Other Comprehensive Loss Related to Pension Plan                 
                (Detail)                                                         
63: R54         Pension Plans - Excess of U.S. Plan Assets of       HTML     36K 
                Accumulated Benefit Obligations (Detail)                         
64: R55         Pension Plans - Weighted-Average Assumptions Used   HTML     34K 
                to Determine Benefit Obligations (Detail)                        
65: R56         Pension Plans - Weighted-Average Assumptions Used   HTML     37K 
                to Determine Net Periodic Benefit Cost (Detail)                  
66: R57         Pension Plans - Weighted-Average Asset Allocations  HTML     39K 
                of Plan Assets (Detail)                                          
67: R58         Pension Plans - Weighted-Average Target             HTML     46K 
                Allocations of Plan Assets (Detail)                              
68: R59         Pension Plans - Aggregate Benefits Expected to be   HTML     42K 
                Paid Out of U.S. Plan Assets (Detail)                            
69: R60         Accumulated Other Comprehensive Income ("AOCI") -   HTML     71K 
                Summary of Total Changes in AOCI by Component, Net               
                of Tax (Detail)                                                  
70: R61         Debt and Credit Arrangements - Debt and Credit      HTML    112K 
                Arrangements (Detail)                                            
71: R62         Debt and Credit Arrangements - Debt and Credit      HTML    101K 
                Arrangements (Parenthetical) (Detail)                            
72: R63         Debt and Credit Arrangements - Additional           HTML    117K 
                Information (Detail)                                             
73: R64         Leases - Additional Information (Detail)            HTML     47K 
74: R65         Leases - Summary of Components of Lease Expense     HTML     41K 
                (Detail)                                                         
75: R66         Leases - Schedule of Future Maturities of Lease     HTML     67K 
                Liabilities (Detail)                                             
76: R67         Leases - Summary of Supplemental Cash Flow          HTML     37K 
                Information Related to Leases (Detail)                           
77: R68         Income Taxes - Additional Information (Detail)      HTML     51K 
78: R69         Income Taxes - Income Before Income Taxes (Detail)  HTML     40K 
79: R70         Income Taxes - Components of Income Taxes (Detail)  HTML     58K 
80: R71         Income Taxes - Differences Between the Provision    HTML     67K 
                for Income Taxes at the U.S. Federal Statutory                   
                Rate and the Tax (Detail)                                        
81: R72         Income Taxes - Significant Components of Deferred   HTML     81K 
                Tax Assets and Liabilities (Detail)                              
82: R73         Income Taxes - Changes in Unrecognized Tax          HTML     39K 
                Benefits Excluding Interest and Penalties (Detail)               
83: R74         Share-Based Compensation - Additional Information   HTML    119K 
                (Detail)                                                         
84: R75         Share-Based Compensation - Summary of RSUs          HTML     66K 
                (Detail)                                                         
85: R76         Share-Based Compensation - Weighted-Average         HTML     39K 
                Assumptions for Estimating Fair Values (Detail)                  
86: R77         Share-Based Compensation - Activity in Company's    HTML     80K 
                Plan - Incentive Plan (Detail)                                   
87: R78         Computation of Earnings Per Share - Calculation of  HTML     66K 
                Basic and Diluted Earnings Per Share (Detail)                    
88: R79         Computation of Earnings Per Share - Additional      HTML     35K 
                Information (Detail)                                             
89: R80         Goodwill and Other Intangibles - Finite and         HTML     52K 
                Indefinite-Lived Intangible Assets (Detail)                      
90: R81         Goodwill and Other Intangibles - Additional         HTML     79K 
                Information (Detail)                                             
91: R82         Goodwill and Other Intangibles - Changes in         HTML     60K 
                Carrying Amount of Goodwill by Segment (Detail)                  
92: R83         Fair Value of Financial Assets and Liabilities -    HTML     52K 
                Summary of Assets and Liabilities Recorded and                   
                Measured at Fair Value (Detail)                                  
93: R84         Fair Value of Financial Assets and Liabilities -    HTML     41K 
                Additional Information (Detail)                                  
94: R85         Fair Value of Financial Assets and Liabilities -    HTML     35K 
                Fair Value and Carrying Value of Long-Term Debt                  
                (Detail)                                                         
95: R86         Revenue - Revenues Disaggregated by Segment and     HTML     62K 
                Product Type (Detail)                                            
96: R87         Revenue - Schedule of Change in Allowance for       HTML     40K 
                Credit Losses (Detail)                                           
97: R88         Segment Information - Additional Information        HTML     47K 
                (Detail)                                                         
98: R89         Segment Information - Summary of Company's          HTML    127K 
                Reportable Segments (Detail)                                     
99: R90         Related Party Transactions - Additional             HTML     49K 
                Information (Detail)                                             
100: R91         Acquisitions of Businesses - Additional             HTML    102K  
                Information (Detail)                                             
101: R92         Acquisitions of Businesses - Schedule of Estimated  HTML     75K  
                Fair Values of Assets Acquired and Liabilities                   
                Assumed (Detail)                                                 
102: R93         Exit of Russian Operations - Additional             HTML     42K  
                Information (Detail)                                             
103: R94         Schedule II - Valuation and Qualifying Accounts     HTML     58K  
                (Detail)                                                         
105: XML         IDEA XML File -- Filing Summary                      XML    205K  
108: XML         XBRL Instance -- plpc-20231231_htm                   XML   4.52M  
104: EXCEL       IDEA Workbook of Financial Report Info              XLSX    220K  
 9: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   5.37M 
                Linkbases Document -- plpc-20231231                              
106: JSON        XBRL Instance as JSON Data -- MetaLinks              728±  1.18M  
107: ZIP         XBRL Zipped Folder -- 0000950170-24-028605-xbrl      Zip    748K  


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-97.1  

Exhibit 97.1

PREFORMED LINE PRODUCTS COMPANY

CLAWBACK POLICY

Adopted by the Board on August 2, 2023

 

Policy Statement

 

Preformed Line Products Co (including its subsidiaries, the “Company”) recognizes that it is in the best interests of the Company and its shareholders to align its executive compensation philosophy regarding pay-for-performance with a culture of accountability and integrity. Accordingly, the Company has adopted this Clawback Policy (this “Policy”), which provides for the recoupment of certain executive compensation in the event of an Accounting restatement (as defined below) resulting from material noncompliance with financial reporting requirements under the federal securities laws. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 5608 of the Nasdaq Listing Rules (“Listing Standards”).

 

Questions about this Policy should be directed to the Corporate Secretary.

 

Definitions

1.
“Accounting restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under federal 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.
2.
“Covered executives” means the Company’s current and former team members who have been designated by the Company’s Board of Directors (the “Board”) as executive officers in accordance with Section 10D of the Exchange Act, which shall generally include the Company’s team members who have been deemed by the Board to be subject to the requirements of Section 16 under the Exchange Act, and such other senior executives or team members who may from time to time be determined by the Board, in its sole discretion, to be subject to this Policy.
3.
“Incentive compensation” means 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:
a.
Cash bonuses awarded under the Company’s Officers Bonus Plan, Chief Executive Officer Bonus Plan, and any other short- or long-term cash incentives.
b.
Equity-based compensation granted under the Company’s 2016 Incentive Plan and/or other Company plan or arrangement, including:
Stock options;
Stock appreciation rights;
Time-based restricted shares;
Time-based restricted stock units;
Performance-based restricted shares;
Performance-based restricted stock units; or
Annual bonuses and other short- and long-term cash incentives.

4.
“Excess incentive compensation” means
a.
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 determined based on the restated results, computed without regard for any taxes paid, as determined by the Board; or
b.
if the Board cannot determine the excess of the incentive compensation received by the covered executive directly from the information in the Accounting restatement, then the Board shall make its determination based on a reasonable estimate of the effect of the Accounting restatement.
5.
“Financial reporting measures” include any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure. Financial reporting measures include, but are not limited to, the following (and any measures derived from the following): Company stock price; total shareholder return (“TSR”); revenues; net income; operating income; pre-tax

income and growth in pre-tax income; non-GAAP adjusted income measures; sales, including comparable sales or growth in sales of the Company or one or more reportable segments, where such sales are subject to an Accounting restatement; financial ratios (e.g., leverage ratio, operating margins, accounts receivable turnover and inventory turnover rates); earnings before interest and taxes (“EBIT”); earnings before interest, taxes, depreciation and amortization (“EBITDA”); non-GAAP EBIT or EBITDA; funds from operations and adjusted funds from operations; free cash flow and other liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return on shareholders’ equity, return on invested capital, return on assets); earnings measures (e.g., earnings per share); and operating margins. A Financial reporting measure need not be presented within the Company’s financial statements or included in a filing with the Securities Exchange Commission to be deemed a Financial reporting measure.

 

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.

 

Recoupment

 

In the event the Company is required to prepare an Accounting restatement of its financial statements, the Board will require reimbursement or forfeiture of any Excess incentive compensation 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. The date on which the Company is required to prepare an Accounting restatement is the earlier of: (a) the date the Board (or officers authorized by the Board) concludes or reasonably should have concluded that the Company is required to prepare an Accounting restatement and (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting restatement.

 

Method of Recoupment

 

The Board will determine, in its sole discretion, the method for recouping Excess incentive compensation hereunder which may include, without limitation and subject to compliance with any applicable law:

seeking reimbursement of all or part of any cash or equity-based Incentive compensation previously paid;
seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based Incentive compensation;
cancelling prior cash or equity-based compensation, whether vested or unvested or paid or unpaid;
offsetting the Excess incentive compensation amount against any planned future cash compensation or equity-based awards, or otherwise owed by the Company to the Covered executive;
forfeiture of deferred compensation, subject to compliance with Sectio 409A of the Internal Revenue Code and the regulations promulgated thereunder; and
taking any other remedial and recovery action permitted by law, as determined by the Board.

 

No Indemnification

 

The Company shall not indemnify any Covered executives against the loss of any erroneously awarded or Excess incentive compensation.

 

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. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and Rule 5608 of the Listing Standards.

 

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 on or after that date. Subject to applicable law, the Board may affect recovery under this Policy from any amount of Incentive compensation approved, awarded, granted, payable or paid to a Covered executive prior to, on or after the Effective Date.

 

Amendment and Termination

 


The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to remain consistent with the final or any amended regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and the Nasdaq Stock Market under Rule 5608 of the Listing Standards. The Board may terminate this Policy at any time.

 

Other Recoupment Rights

 

The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any termination protection agreement, employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered executive to agree to abide by and be subject to 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, including in any termination protection agreement, employment agreement, equity award agreement, or similar agreement, and any other legal remedies available to the Company.

 

Impracticability

 

The Board shall recover any Excess incentive compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and Rule 5608 of the Listing Standards.

 

Successors

 

This Policy shall be binding and enforceable against all Covered executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

 

Disclosure Requirement

 

A copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s annual report on Form 10-K.


 

OFFICER ACKNOWLEDGEMENT

OF PREFORMED LINE PRODUCTS COMPANY CLAWBACK POLICY

The Board of Directors of Preformed Line Products Company (the “Company”) has adopted a Clawback Policy (the “Policy”) applicable to all of the Company’s Covered officers (as defined in the Policy) designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended, and Rule 5608 of the Nasdaq Listing Rules.

 

I acknowledge and agree that all future payments that constitute Incentive compensation (as defined in the Policy), including under the Officers Bonus Plan or Chief Executive Officer Bonus Plan, as applicable, the 2016 Incentive Plan, or other bonus or equity award plan, in all cases, whether or not deferred, are made to me subject to, and conditioned upon my acceptance of, the provisions of the Policy; and I further acknowledge and agree that I am not entitled to indemnification or right of advancement of expenses in connection with any enforcement of the Policy by the Company.

(Signature)

(Print Name)

(Title)



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/8/24
For Period end:12/31/23
8/2/238-K
 List all Filings 


19 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/01/22  Preformed Line Products Co.       10-Q        9/30/22   80:15M                                    Donnelley … Solutions/FA
 5/06/22  Preformed Line Products Co.       10-Q        3/31/22   77:11M                                    Donnelley … Solutions/FA
 3/04/22  Preformed Line Products Co.       10-K       12/31/21  107:21M                                    Donnelley … Solutions/FA
 3/05/21  Preformed Line Products Co.       10-K       12/31/20  111:23M                                    ActiveDisclosure/FA
 8/06/20  Preformed Line Products Co.       10-Q        6/30/20   89:16M                                    ActiveDisclosure/FA
 3/06/20  Preformed Line Products Co.       10-K       12/31/19  114:19M                                    ActiveDisclosure/FA
 5/03/19  Preformed Line Products Co.       10-Q        3/31/19   90:10M                                    ActiveDisclosure/FA
 5/04/18  Preformed Line Products Co.       10-Q        3/31/18   74:7.3M                                   ActiveDisclosure/FA
11/04/16  Preformed Line Products Co.       10-Q        9/30/16   74:4.3M                                   Donnelley … Solutions/FA
 3/11/16  Preformed Line Products Co.       10-K       12/31/15  106:8.1M                                   Donnelley … Solutions/FA
 3/12/15  Preformed Line Products Co.       10-K       12/31/14  101:9.7M                                   Donnelley … Solutions/FA
 3/14/14  Preformed Line Products Co.       10-K       12/31/13  103:9.3M                                   Donnelley … Solutions/FA
 3/14/12  Preformed Line Products Co.       DEF 14A     4/30/12    1:311K                                   Donnelley … Solutions/FA
11/06/08  Preformed Line Products Co.       10-Q        9/30/08    6:466K                                   Bowne - BPC/FA
 8/29/08  Preformed Line Products Co.       8-K:5,9     8/21/08    2:63K                                    Bowne - BPC/FA
 4/07/08  Preformed Line Products Co.       10-K       12/31/07   10:809K                                   Bowne BCL/FA
 8/09/07  Preformed Line Products Co.       8-K:5,9     8/06/07    2:38K                                    Bowne BCL/FA
 3/24/05  Preformed Line Products Co.       10-K       12/31/04   11:656K                                   Bowne BCL/FA
 4/30/01  Preformed Line Products Co.       10-12G®               14:367K                                   Bowne BCL/FA
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