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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Acco Brands Corp. 10-K 12/31/23 132:22M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.97M
2: EX-19 Report Furnished to Security Holders HTML 66K
3: EX-21.1 Subsidiaries List HTML 46K
4: EX-23.1 Consent of Expert or Counsel HTML 37K
5: EX-24.1 Power of Attorney HTML 51K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 54K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 39K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 39K
12: R1 Cover page HTML 103K
13: R2 Audit Information HTML 42K
14: R3 Consolidated Balance Sheets HTML 161K
15: R4 Consolidated Balance Sheets (Parenthetical) HTML 54K
16: R5 Consolidated Statements of (Loss) Income HTML 133K
17: R6 Consolidated Statements of Comprehensive (Loss) HTML 67K
Income
18: R7 Consolidated Statements of Comprehensive (Loss) HTML 45K
Income (Parenthetical)
19: R8 Consolidated Statements of Cash Flows HTML 149K
20: R9 Consolidated Statements of Stockholders? Equity HTML 101K
21: R10 Consolidated Statements of Stockholders' Equity HTML 39K
(Parenthetical)
22: R11 Pay vs Performance Disclosure HTML 49K
23: R12 Insider Trading Arrangements HTML 46K
24: R13 Basis of Presentation HTML 42K
25: R14 Significant Accounting Policies, Recent Accounting HTML 116K
Pronouncements and Adopted Accounting Standards
26: R15 Long-term Debt and Short-term Borrowings HTML 125K
27: R16 Leases HTML 90K
28: R17 Pension and Other Retiree Benefits HTML 707K
29: R18 Stock-Based Compensation HTML 168K
30: R19 Inventories HTML 52K
31: R20 Property, Plant and Equipment, Net HTML 64K
32: R21 Goodwill and Identifiable Intangible Assets HTML 160K
33: R22 Restructuring HTML 141K
34: R23 Income Taxes HTML 264K
35: R24 Earnings Per Share HTML 68K
36: R25 Derivative Financial Instruments HTML 118K
37: R26 Fair Value of Financial Instruments HTML 62K
38: R27 Accumulated Other Comprehensive Income (Loss) HTML 133K
39: R28 Revenue Recognition HTML 103K
40: R29 Information on Business Segments HTML 237K
41: R30 Commitments and Contingencies HTML 61K
42: R31 Valuation and Qualifying Accounts and Reserves HTML 148K
43: R32 Significant Accounting Policies, Recent Accounting HTML 168K
Pronouncements and Adopted Accounting Standards
(Policies)
44: R33 Significant Accounting Policies, Recent Accounting HTML 68K
Pronouncements and Adopted Accounting Standards
(Tables)
45: R34 Long-term Debt and Short-term Borrowings (Tables) HTML 97K
46: R35 Leases (Tables) HTML 90K
47: R36 Pension and Other Retiree Benefits (Tables) HTML 700K
48: R37 Stock-Based Compensation (Tables) HTML 147K
49: R38 Inventories (Tables) HTML 52K
50: R39 Property, Plant and Equipment (Tables) HTML 68K
51: R40 Goodwill and Identifiable Intangible Assets HTML 154K
(Tables)
52: R41 Restructuring (Tables) HTML 138K
53: R42 Income Taxes (Tables) HTML 234K
54: R43 Earnings Per Share (Tables) HTML 60K
55: R44 Derivative Financial Instruments (Tables) HTML 112K
56: R45 Fair Value of Financial Instruments (Tables) HTML 50K
57: R46 Accumulated Other Comprehensive Income (Loss) HTML 133K
(Tables)
58: R47 Revenue Recognition (Tables) HTML 93K
59: R48 Information on Business Segments (Tables) HTML 216K
60: R49 Commitments and Contingencies (Tables) HTML 50K
61: R50 Basis of Presentation - Narrative (Details) HTML 42K
62: R51 Significant Accounting Policies, Recent Accounting HTML 111K
Pronouncements and Adopted Accounting Standards -
Narrative (Details)
63: R52 Acquisitions - Allocation of Consideration Given HTML 41K
to Fair Value of Assets Acquired and Liabilities
Assumed (Details)
64: R53 Long-term Debt and Short-term Borrowings - Summary HTML 68K
of Notes Payable and Long-Term Debt (Details)
65: R54 Long-term Debt and Short-term Borrowings - Summary HTML 63K
of Notes Payable and Long-Term Debt
(Parenthetical) (Details)
66: R55 Long-term Debt and Short-term Borrowings - HTML 128K
Narrative (Details)
67: R56 Long-term Debt and Short-term Borrowings - HTML 51K
Schedule of Maximum Consolidated Leverage Ratio
(Details)
68: R57 Long-term Debt and Short-term Borrowings - HTML 76K
Schedule of Applicable Rate and Undrawn Fee Based
on Company's Consolidated Leverage Ratio (Details)
- Secured Debt (Details)
69: R58 Leases - Components of Lease Expense (Details) HTML 43K
70: R59 Leases - Summary of Other Information (Details) HTML 46K
71: R60 Leases - Schedule of Future Minimum Lease HTML 56K
Payments, Net of Sub-Lease Income (Details)
72: R61 Pension and Other Retiree Benefits - Pension HTML 138K
Benefit Obligation and Funded Status (Details)
73: R62 Pension and Other Retiree Benefits (Accumulated HTML 48K
Benefit Obligations in Excess of Plan Assets)
(Details)
74: R63 Pension and Other Retiree Benefits - Projected HTML 47K
Benefit Obligations in Excess of Plan Assets
(Details)
75: R64 Pension and Other Retiree Benefits - Net Periodic HTML 81K
Benefit Expense (Details)
76: R65 Pension and Other Retiree Benefits - Other Changes HTML 66K
Recognized in Accumulated Other Comprehensive
Income (Details)
77: R66 Pension and Other Retiree Benefits - Weighted HTML 49K
Average Assumptions Used in Calculating Benefit
Obligation (Details)
78: R67 Pension and Other Retiree Benefits - Weighted HTML 52K
Average Assumptions Used In Calculating Net
Periodic Benefit Cost (Details)
79: R68 Pension and Other Retiree Benefits - Assumed HTML 45K
Health Care Cost Trend Rates (Details)
80: R69 Pension and Other Retiree Benefits - Weighted HTML 59K
Average Asset Allocation (Details)
81: R70 Pension and Other Retiree Benefits - Fair Value of HTML 126K
Plan Assets (Details)
82: R71 Pension and Other Retiree Benefits - Estimated HTML 54K
Future Benefit Payments (Details)
83: R72 Pension and Other Retiree Benefits - HTML 62K
Multi-Employer (Details)
84: R73 Pension and Other Retiree Benefits - Narrative HTML 77K
(Details)
85: R74 Stock-Based Compensation - Narrative (Details) HTML 110K
86: R75 Stock-Based Compensation - Share-Based HTML 46K
Compensation Expense by Line Item (Details)
87: R76 Stock-Based Compensation - Share-based HTML 54K
Compensation Expense (Details)
88: R77 Stock-Based Compensation - Weighted Average HTML 56K
Assumptions (Details)
89: R78 Stock-Based Compensation - Stock Option Activity HTML 67K
(Details)
90: R79 Stock-Based Compensation - Stock Units Rollforward HTML 82K
(Details)
91: R80 Inventories - Components of Inventories (Details) HTML 46K
92: R81 Property, Plant and Equipment, Net (Details) HTML 63K
93: R82 Goodwill and Identifiable Intangible Assets - HTML 60K
Narrative (Details)
94: R83 Goodwill and Identifiable Intangible Assets - HTML 57K
Summary of Changes in Net Carrying Amount Goodwill
By Segment (Details)
95: R84 Goodwill and Identifiable Intangible Assets - HTML 74K
Summary of Gross Carrying Value and Accumulated
Amortization By Class of Identifiable Intangible
Assets (Details)
96: R85 Goodwill and Identifiable Intangible Assets - HTML 49K
Amortization Expense and Estimated Future
Amortization (Details)
97: R86 Restructuring (Restructuring Charges and HTML 71K
Reconciliation) (Details)
98: R87 Restructuring (Restructuring Charges) (Details) HTML 61K
99: R88 Income Taxes - Components of (Loss) Income Before HTML 47K
Taxes (Details)
100: R89 Income Taxes - Effective Income Tax Rate HTML 81K
Reconciliation (Details)
101: R90 Income Taxes - Components of Income Tax (Details) HTML 58K
102: R91 Income Taxes - Components of Deferred Tax Assets HTML 84K
(Liabilities) (Details)
103: R92 Income Taxes - Schedule of Unrecognized Tax HTML 46K
Benefits (Details)
104: R93 Income Taxes - Narrative (Details) HTML 147K
105: R94 Earnings Per Share - Narrative (Details) HTML 47K
106: R95 Earnings Per Share - Summary of Number of HTML 52K
Weighted-Average Shares Outstanding (Details)
107: R96 Derivative Financial Instruments - Narrative HTML 45K
(Details)
108: R97 Derivative Financial Instruments - Fair Value of HTML 58K
Derivative Instruments (Details)
109: R98 Derivative Financial Instruments - Effect of HTML 53K
Derivative Instruments (Details)
110: R99 Fair Value of Financial Instruments - Schedule of HTML 42K
Fair Value Assets and Liabilities Measured on a
Recurring Basis (Details)
111: R100 Fair Value of Financial Instruments - Narrative HTML 44K
(Details)
112: R101 Accumulated Other Comprehensive Income (Loss) - HTML 61K
Schedule of Accumulated Other Comprehensive Income
(Loss) (Details)
113: R102 Accumulated Other Comprehensive Income (Loss) - HTML 80K
Reclassification out of AOCI (Details)
114: R103 Revenue Recognition - Service or Extended HTML 41K
Maintenance Agreements (Details)
115: R104 Revenue Recognition - Unearned Revenue (Details) HTML 45K
116: R105 Revenue Recognition - Schedule of Disaggregation HTML 69K
of Revenue (Details)
117: R106 Information on Business Segments - Narrative HTML 52K
(Details)
118: R107 Information on Business Segments - Net Sales by HTML 52K
Segment (Details)
119: R108 Information on Business Segments - Schedule of HTML 74K
Operating (Loss) Income by Business Segment
(Details)
120: R109 Information on Business Segments - Assets by HTML 61K
Segment (Details)
121: R110 Information on Business Segments - Identifiable HTML 54K
Intangibles and Goodwill by Segment (Details)
122: R111 Information on Business Segments - Capital Spend HTML 46K
by Segment (Details)
123: R112 Information on Business Segments - Depreciation HTML 46K
Expense by Segment (Details)
124: R113 Information on Business Segments - Property, Plant HTML 62K
and Equipment by Geographic Region (Details)
125: R114 Commitments and Contingencies - Narrative HTML 48K
(Details)
126: R115 Commitments and Contingencies - Purchase HTML 50K
Commitments (Details)
127: R116 Valuation and Qualifying Accounts and Reserves HTML 63K
(Details)
129: XML IDEA XML File -- Filing Summary XML 255K
132: XML XBRL Instance -- acco-20231231_htm XML 6.49M
128: EXCEL IDEA Workbook of Financial Report Info XLSX 273K
11: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 6.38M
Linkbases Document -- acco-20231231
130: JSON XBRL Instance as JSON Data -- MetaLinks 825± 1.32M
131: ZIP XBRL Zipped Folder -- 0000950170-24-019211-xbrl Zip 873K
| EX-97 |
Exhibit 97
ACCO BRANDS CORPORATION
RECOUPMENT OR FORFEITURE
OF INCENTIVE PAYMENTS POLICY
1. PURPOSE – The purpose of this policy is to establish the intent of the Board of Directors of ACCO Brands Corporation to seek reimbursement of any earnings from incentive-based compensation received by an Executive (i) following restatement of the Company’s financial statements, to the extent the incentive-based compensation would not have been received had the financial results been correctly stated; or (ii) to the extent the Executive engages in certain forms of improper conduct. This policy is intended to comply with the requirements of Section 303A.14 of the Listed Company Manual of the New York Stock Exchange (the “Exchange”) and SEC Rule 10D-1.
2. POLICY – The Board of Directors may, and, to the extent provided in Section 6, shall, in all appropriate circumstances and to the extent permitted by governing law, require reimbursement of any payment of incentive-based compensation to an Executive in either of the following circumstances:
(a) Restatement of financial results:
(i) The grant, earning, or vesting of the incentive-based compensation was predicated upon achieving certain financial accounting measures, and the Company is required to prepare an accounting restatement due to the material noncompliance of the Company 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; and
(ii) a lower payment would have been made to the Executive based upon the restated financial results.
The Board has determined that it is appropriate and consistent with principles of good corporate governance that Executives not be permitted to retain incentive-based compensation payments that were based upon incorrect financial results, regardless of whether the Executive was responsible for the original misstatement. Accordingly, and for the avoidance of doubt, such reimbursement may be required regardless of whether the Executive engaged in misconduct that caused or substantially caused the need for the material restatement. Nevertheless, and except as otherwise provided in Section 6, the Board may take into account the degree of the Executive’s culpability, as well as the hardship that would result
from a reimbursement, in determining whether it is appropriate to waive the reimbursement requirement in whole or in part.
(b) The Executive has engaged in willful or intentional misconduct with respect to the performance of his or her duties to the Company, including, but not necessarily limited to:
(i) Conduct constituting “Cause” as defined in the ACCO Brands Corporation Executive Severance Plan, as in effect from time to time, including Cause determined to exist after the Executive’s employment has been terminated for other reasons; or
(ii) Misappropriation or misuse of corporate assets or opportunities, or confidential information, or breach of fiduciary duty owed to the Company; or
(iii) Breach of any restrictive covenants applicable to the Executive.
The determination of whether an Executive has engaged in willful or intentional misconduct shall be made by the Board in its good faith discretion, provided that it is intended that mere failure to perform an Executive’s duties shall not in itself constitute willful or intentional misconduct.
3. AMOUNT – The amount that an Executive may be required to repay shall be:
(a) In the case of a restatement of financial results as described in Section 2(a), the excess of the amount of incentive-based compensation actually received by the Executive over the amount that would have been paid had the financial results been correctly stated. To the extent that the amount of incentive-based compensation was based upon the price of the Company’s stock or total shareholder return, the excess amount of incentive-based compensation shall 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-based compensation was received, and the Executive may be required to repay a portion of the proceeds received from the sale of any stock received upon the exercise of an option or stock appreciation right or vesting of a grant of restricted stock, restricted stock units, or similar types of equity grants.
(b) In the case of willful or intentional misconduct as described in Section 2(b), an amount equal to the value of any incentive-based compensation payments received during the three-year period prior to the Executive’s termination of employment (or, if longer, the period during which the misconduct existed), or after the termination. Such reimbursement shall be in addition to any damages or equitable remedies which the Company might otherwise be entitled to receive by reason of the misconduct. In addition, any incentive awards outstanding at the time the misconduct is discovered are subject to forfeiture.
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(c) The amount of any excess incentive-based compensation received by an Executive shall be determined without regard to any income or other tax paid by the Executive, but, except as otherwise provided in Section 6, the Board may take into account the tax effect of a payment in in determining whether it is appropriate to waive the reimbursement requirement in whole or in part.
(d) Except as otherwise provided by Section 6 or by applicable law, the Board shall have the right to waive or reduce an Executive’s repayment obligation based upon hardship, the Executive’s degree of culpability, or such other factors as the Board deems appropriate.
4. METHOD OF COLLECTION – The Company shall have the right to collect any reimbursement owed to it pursuant to this policy by offsetting such reimbursement against any amount owed by it, or any of its subsidiaries, to the Executive, including any form of compensation, bonus, incentive, severance pay, or expense reimbursement, to the maximum extent permitted by applicable law, and each Executive who accepts any form of incentive-based compensation shall be deemed to have consented to such offset to the maximum extent permitted by applicable law, or by instituting legal proceedings against the Executive. To the extent any outstanding equity grant or other payment of incentive-based compensation is subject to recovery pursuant to this policy, such grant (or the appropriate portion thereof) shall be cancelled and forfeited.
5. SCOPE – This policy applies to all persons who are or were “Executives” as defined below, either at the time the applicable incentive payment was received (or at such other time as specified in Section 6(b)), or at the time of engaging in the willful or intentional misconduct as described in Section 2(b), and applies to all incentive-based compensation awards including those granted prior to the effective date of any revision of this policy.
6. PROVISIONS APPLICABLE TO MANDATORY RECOVERIES –
(a) The provisions of this Section 6 shall apply to any recovery of any excess award of incentive-based compensation that is required by Section 303A.14 of the Exchanges Listed Company Manual and SEC Rule 10D-1 (a “Mandatory Recovery”). The provisions of this Section 6 shall be interpreted in accordance with the requirements of said Section 303A.14 and Rule 10D-1, which shall govern and control in the event of any discrepancy between the provisions of this Section 6 and such guidance.
(b) For purposes of this Section 6, a Mandatory Recovery shall mean the excess amount of incentive-based compensation resulting from a restatement as described in Section 2(a), received during any of the three completed fiscal years of the Company preceding the date of the restatement by a person who was an Executive as defined in Section 7(a)(i), provided that such person received such incentive-based compensation after beginning service as an Executive (as defined in Section 7(a)(i)) and was an Executive (as defined in Section 7(a)(i)) at any time during the performance period for such incentive-based compensation. For purposes of this Section 6(b),
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(i) Incentive-based compensation shall be considered “received” in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the payment or grant of the incentive-based compensation occurs after the end of that period; and
(ii) The date of a restatement shall be the first to occur of (A) The date the Board, a Committee of the Board, or the officer or officers 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 as described in Section 2(a), or (B) The date a court, regulator, or other legally authorized body directs the Company to prepare such a restatement.
(c) In the case of a Mandatory Recovery, the Company shall act with reasonable promptness to recover the full amount of the Mandatory Recovery, and shall use all lawful means to recover the Mandatory Recovery. For avoidance of doubt, the Board shall not have the discretion to waive or reduce the amount of the Mandatory Recovery, and the Mandatory Recovery shall be determined without regard to any tax imposed on the receipt of the Mandatory Recovery. The Company may only decide not to pursue full recovery of the Mandatory Recovery if either the Compensation Committee, or a majority of the independent members of the Board, determine that further action to recover the Mandatory Recovery would be impractical because:
(i) The direct expense paid to a third party to assist in enforcing the Mandatory Recovery would exceed the amount to be recovered (which determination shall be made only after the Company has made reasonable attempts to recover the Mandatory Recovery); or
(ii) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or 411(a) of the Internal Revenue Code and regulations thereunder.
The Company shall not indemnify any Executive or former Executive against the liability to repay any Mandatory Recovery.
(d) The Company shall file all disclosures required by federal securities laws with respect to this Policy, and shall furnish to the Exchange all information required by Section 303A.14, including without limitation the manner by which the Company determined the effect of the restatement on the Company’s stock price or total shareholder return, and documentation of the attempts made to recover the full amount of the Mandatory Recovery before determining that further attempts would be impractical.
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7. DEFINITIONS –
The following shall not be considered incentive-based compensation for purposes of a Mandatory Recovery under Section 6, but may be considered incentive-based compensation for purposes of Section 2, subject to the Board’s authority to determine the appropriate amount of reimbursement and to waive all or a portion of the reimbursement in appropriate circumstances:
(i) Restricted stock, restricted stock units, stock options, stock appreciation rights, or similar equity awards if neither the grant nor vesting of the award is based upon the attainment of a financial accounting measure, notwithstanding the fact that the value of the stock may be affected by a restatement.
(ii) Discretionary and subjective bonuses (other than bonuses paid from a pool the amount of which is determined by the achievement of financial accounting measures), or bonuses or incentives based upon the achievement of continued employment, or achievement of strategic, operational, or personal objectives.
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Adopted: February 23, 2011
Revised: October 2, 2023
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/23/24 | |||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 2/23/11 | 4, 8-K | |||
| List all Filings | ||||