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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 UFP Industries, Inc. 10-K 12/30/23 103:17M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 878K
2: EX-4.(B) Instrument Defining the Rights of Security Holders HTML 33K
3: EX-10.(A)(III) Material Contract HTML 102K
4: EX-10.(C) Material Contract HTML 206K
5: EX-10.(D) Material Contract HTML 215K
6: EX-10.(E) Material Contract HTML 57K
7: EX-10.(F) Material Contract HTML 94K
8: EX-10.(G) Material Contract HTML 75K
9: EX-10.(H) Material Contract HTML 73K
10: EX-13 Annual or Quarterly Report to Security Holders HTML 3.05M
11: EX-21 Subsidiaries List HTML 152K
12: EX-23 Consent of Expert or Counsel HTML 28K
17: EX-97 Clawback Policy re: Recovery of Erroneously HTML 45K
Awarded Compensation
13: EX-31.(A) Certification -- §302 - SOA'02 HTML 34K
14: EX-31.(B) Certification -- §302 - SOA'02 HTML 34K
15: EX-32.(A) Certification -- §906 - SOA'02 HTML 33K
16: EX-32.(B) Certification -- §906 - SOA'02 HTML 33K
23: R1 Document and Entity Information HTML 98K
24: R2 Consolidated Balance Sheets HTML 184K
25: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
26: R4 Consolidated Statements of Earnings and HTML 135K
Comprehensive Income
27: R5 Consolidated Statements of Shareholders' Equity HTML 100K
28: R6 Consolidated Statements of Shareholders' Equity HTML 41K
(Parenthetical)
29: R7 Consolidated Statements of Shareholders' Equity HTML 43K
(Parenthetical)
30: R8 Consolidated Statements of Cash Flows HTML 130K
31: R9 Consolidated Statements of Cash Flows - HTML 39K
Supplemental (Parenthetical)
32: R10 Consolidated Statements of Cash Flows - HTML 41K
Supplemental and Non-Cash Financing Activities
(Parenthetical)
33: R11 Summary of Significant Accounting Policies HTML 188K
34: R12 Fair Value HTML 192K
35: R13 Business Combinations and Equity Method HTML 104K
Investments
36: R14 Goodwill and Other Intangible Assets HTML 156K
37: R15 Debt HTML 72K
38: R16 Leases HTML 61K
39: R17 Deferred Compensation HTML 33K
40: R18 Common Stock HTML 124K
41: R19 Retirement Plans HTML 35K
42: R20 Income Taxes HTML 162K
43: R21 Accounting for Uncertainty in Income Taxes HTML 49K
44: R22 Commitments, Contingencies, and Guarantees HTML 36K
45: R23 Segment Reporting HTML 325K
46: R24 Quarterly Financial Information (Unaudited) HTML 79K
47: R25 Summary of Significant Accounting Policies HTML 246K
(Policies)
48: R26 Summary of Significant Accounting Policies HTML 166K
(Tables)
49: R27 Fair Value (Tables) HTML 189K
50: R28 Business Combinations and Equity Method HTML 104K
Investments (Tables)
51: R29 Goodwill and Other Intangible Assets (Tables) HTML 163K
52: R30 Debt (Tables) HTML 65K
53: R31 Leases (Tables) HTML 57K
54: R32 Common Stock (Tables) HTML 117K
55: R33 Income Taxes (Tables) HTML 165K
56: R34 Accounting for Uncertainty in Income Taxes HTML 47K
(Tables)
57: R35 Segment Reporting (Tables) HTML 324K
58: R36 Quarterly Financial Information (Unaudited) HTML 78K
(Tables)
59: R37 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 102K
Narrative (Details)
60: R38 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 72K
Equity Method Investments (Details)
61: R39 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 37K
Schedule of Accounts Receivable Allowances
(Details)
62: R40 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 42K
Schedule of components of Property, Plant, and
Equipment (Details)
63: R41 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 50K
Schedule of Estimated Useful Lives of Property,
Plant, and Equipment (Details)
64: R42 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 57K
Revenue Recognition (Details)
65: R43 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 33K
Schedule of Percentage of Completion Account
Balances (Details)
66: R44 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 79K
Schedule of Computation of Earnings Per Share
(Details)
67: R45 FAIR VALUE - Asset Measured at Fair Value HTML 98K
(Details)
68: R46 FAIR VALUE - Available for Sale Investment HTML 66K
Portfolio (Details)
69: R47 Business Combinations and Equity Method HTML 86K
Investments (Details)
70: R48 Business Combinations and Equity Method HTML 68K
Investments - Acquired Intangible Assets (Details)
71: R49 Goodwill and Other Intangible Assets (Details) HTML 36K
72: R50 Goodwill and Other Intangible Assets - Goodwill by HTML 58K
Reporting Segment (Details)
73: R51 GOODWILL AND OTHER INTANGIBLE ASSETS - Included in HTML 55K
Other Amortizable Intangible Assets (Details)
74: R52 GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated HTML 60K
Useful Lives of Intangible Assets (Details)
75: R53 GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated HTML 44K
Amortization Expense for Intangibles (Details)
76: R54 DEBT - Narrative (Details) HTML 99K
77: R55 DEBT - Long-term Debt Obligations (Details) HTML 85K
78: R56 DEBT - Principal Maturities of Long-Term Debt and HTML 49K
Capital Lease Obligations (Details)
79: R57 Leases (Details) HTML 101K
80: R58 Deferred Compensation (Details) HTML 46K
81: R59 COMMON STOCK - Common Stock Issuances (Details) HTML 70K
82: R60 COMMON STOCK - Nonvested Restricted Shares Awards HTML 60K
(Details)
83: R61 COMMON STOCK - Share-based Compensation (Details) HTML 90K
84: R62 Retirement Plans (Details) HTML 46K
85: R63 INCOME TAXES - Components of Earnings before HTML 37K
Income Taxes (Details)
86: R64 INCOME TAXES - Components of Income Tax Expense HTML 57K
(Details)
87: R65 INCOME TAXES - Components of Deferred Tax Assets HTML 71K
and Liabilities (Details)
88: R66 INCOME TAXES - Effective Income Tax Rate HTML 46K
Reconciliation (Details)
89: R67 INCOME TAXES - NOL and Credit Carryforwards HTML 66K
(Details)
90: R68 Accounting for Uncertainty in Income Taxes HTML 45K
(Details)
91: R69 Commitments, Contingencies, and Guarantees HTML 44K
(Details)
92: R70 Segment Reporting - Narrative (Details) HTML 41K
93: R71 SEGMENT REPORTING - Information By Segment HTML 108K
(Details)
94: R72 SEGMENT REPORTING - Information Regarding HTML 44K
Principal Geographic Areas (Details)
95: R73 SEGMENT REPORTING - Gross Sales by Major Product HTML 123K
Classification (Details)
96: R74 Quarterly Financial Information (Unaudited) HTML 83K
(Details)
97: R75 Pay vs Performance Disclosure HTML 41K
98: R76 Insider Trading Arrangements HTML 34K
100: XML IDEA XML File -- Filing Summary XML 171K
103: XML XBRL Instance -- ufpi-20231230x10k_htm XML 4.69M
99: EXCEL IDEA Workbook of Financial Report Info XLSX 206K
19: EX-101.CAL XBRL Calculations -- ufpi-20231230_cal XML 250K
20: EX-101.DEF XBRL Definitions -- ufpi-20231230_def XML 727K
21: EX-101.LAB XBRL Labels -- ufpi-20231230_lab XML 1.79M
22: EX-101.PRE XBRL Presentations -- ufpi-20231230_pre XML 1.27M
18: EX-101.SCH XBRL Schema -- ufpi-20231230 XSD 201K
101: JSON XBRL Instance as JSON Data -- MetaLinks 679± 1.01M
102: ZIP XBRL Zipped Folder -- 0001558370-24-001963-xbrl Zip 743K
Exhibit 97
UFP INDUSTRIES, INC. ["the Company"]
CLAWBACK POLICY
This Clawback Policy (the "Policy") is intended to comply with Section 10D of the Securities Exchange Act of 1934 (the "Exchange Act"), as well as Nasdaq Listing Rule 5608 (the "Listing Standard") and Section 304 of the Sarbanes-Oxley Act of 2002, and provides for the recoupment of certain compensation from Executive Officers in the event of a Restatement (as defined herein) or Improper Conduct (as defined herein).
RECOUPMENT
(a) | Mandatory Recoupment. If the Company is required to prepare a Restatement, the Company shall promptly recoup the amount of any Erroneous Awarded Compensation received by any Executive Officer during the Applicable Period. |
(b) | Discretionary Recoupment. If any person who is or was an Executive Officer has engaged in Improper Conduct that either has resulted in, or could reasonably be expected to result in, an Adverse Effect, then the Board may, in its sole discretion, after evaluating the associated costs and benefits, seek to recover all or any portion of the Recoverable Incentive paid to any such Executive Officer during the Applicable Period. |
(c) | Discretionary Recoupment; Further Actions. In addition, the Board may, in its sole discretion and in the reasonable exercise of its business judgment, determine whether and to what extent additional action is appropriate to address the circumstances surrounding such Improper Conduct so as to minimize the likelihood of any recurrence and to impose such other discipline as it deems appropriate. |
DEFINITIONS
For purposes of this Policy, the following terms shall have the following meanings:
| ● | "Adverse Effect" means any significant adverse impact on the reputation of, or a significant adverse economic consequence for, the Company or any of its subsidiaries. |
| ● | "Applicable Period" means (i) in the case of any Restatement, the three-year period preceding the date on which the Company is required to prepare the Restatement and (ii) in the case of any Improper Conduct, the three-year period preceding the date of the Improper Conduct, as determined by the Board. The date on which the Company is required to prepare a Restatement is the earlier to occur of (1) the date the Board concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (2) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement, in each case regardless of if or when the restated financial statements are filed. |
| ● | "Board" means the Board of Directors, the Compensation Committee of the Board of Directors or such other committee of the Board of Directors that, at the relevant time, has authority for making determinations as to the compensation of Executive Officers. |
| ● | "Erroneously Awarded Compensation" means the amount of Performance-Based Compensation received by the Executive Officer on or after October 2, 2023, that exceeds the amount of Performance-Based Compensation that would have been received by the Executive Officer had it been determined based upon the restated amounts. In addition, Erroneously Awarded Compensation shall be determined by the Board without regard to any taxes paid by the Executive Officer with respect to any Erroneously Awarded Compensation. |
| ● | "Exchange Act" means the Securities Exchange Act of 1934, as amended. |
| ● | "Executive Officer" means any person who is or was during the Applicable Period an executive officer of the Company, as determined pursuant to Rule 3b-7 promulgated under the Exchange Act (or any successor rule). |
| ● | "Improper Conduct" means an Executive Officer's willful misconduct (including, but not limited to, fraud, bribery or other illegal acts) or gross negligence, which, in either case, includes any failure to report properly, or to take appropriate remedial action with respect to, such misconduct or gross negligence by another person. |
| ● | "Incentive Compensation" means any compensation paid or payable under the Company's annual incentive plan or program and/or Long Term Incentive Plan or any successor plan, respectively. |
| ● | "Performance-Based Compensation" means any Incentive Compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure. |
| ● | "Recoverable Incentive" means the amount of any Incentive Compensation paid to or in respect of an Executive Officer during the Applicable Period that, in the case of any Improper Conduct, the Board determines, in its sole discretion, to be appropriate in light of the scope and nature of the Improper Conduct. |
| ● | "Restatement" means an accounting restatement of the Company's financial statements due to the Company's material noncompliance 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. |
| ● | "SEC" means the Securities and Exchange Commission. |
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METHOD OF RECOUPMENT
The Board will determine, in its sole discretion, the method for recouping any Recoverable Incentive or Erroneously Awarded Compensation 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 under the Company's Long Term Incentive Plan; |
(c) | offsetting the recouped amount from any compensation otherwise owed by the Company to the Executive Officer; |
(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. |
NO INDEMNIFICATION
The Company shall not indemnify any Executive Officer against the loss of any Recoverable Incentive or Erroneously Awarded Compensation.
DISCLOSURE
The Company shall disclose to its shareholders no later than the filing of the next following proxy statement the actions taken or the decision not to take action with regard to recovery or non-recovery, as the case may be, of Recoverable Incentive or Erroneously Awarded Compensation (including reporting the aggregate amounts recovered) related to any Restatement or to any Improper Conduct, so long as such event has been previously disclosed in the Company's filings with the SEC.
EFFECTIVE DATE
This Amended and Restated 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 Executive Officers on, after or prior to that date, as well as any Performance-Based Compensation received after October 2, 2023.
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 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 an Executive Officer 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
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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.
ADMINISTRATION; INTERPRETATION
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. 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.
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 the rules and regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with the Listing Standard.
IMPRACTICABILITY
The Board shall recover any Erroneously Awarded Compensation or Recoverable Incentive 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 the Listing Standard.
SUCCESSORS
This Policy shall be binding and enforceable against all Executive Officers and their respective beneficiaries, heirs, executors, administrators or other legal representatives.
10444710_6
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/24 | |||
| For Period end: | 12/30/23 | 5, 5/A | ||
| 10/2/23 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/12/22 UFP Industries, Inc. 8-K:1,9 12/06/22 11:258K 5/05/21 UFP Industries, Inc. 10-Q 3/27/21 55:6.9M Toppan Merrill Bridge/FA 11/02/18 UFP Industries, Inc. 8-K:1,9 11/02/18 2:1.1M 4/27/17 UFP Industries, Inc. 8-K:3,9 4/25/17 2:165K 3/01/17 UFP Industries, Inc. 10-K 12/31/16 93:11M |