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Acco Brands Corp. – ‘10-K’ for 12/31/23 – ‘EX-19’

On:  Friday, 2/23/24, at 1:07pm ET   ·   For:  12/31/23   ·   Accession #:  950170-24-19211   ·   File #:  1-08454

Previous ‘10-K’:  ‘10-K’ on 2/24/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   31 References:   

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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

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

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-19’   —   Report Furnished to Security Holders


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  EX-19  

Exhibit 19

ACCO BRANDS CORPORATION

Insider Trading Compliance Policy and Procedures

Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Violating such laws can undermine investor trust, harm the reputation and integrity of ACCO Brands Corporation (together with its subsidiaries, the “Company”), and result in dismissal from the Company or even serious criminal and civil charges against the individual and the Company. The Company reserves the right to take whatever disciplinary or other measure(s) it determines in its sole discretion to be appropriate in any particular situation, including disclosure of wrongdoing to governmental authorities.

Persons Covered and Administration of Policy

This Insider Trading Compliance Policy and Procedures (this “Policy”) applies to all officers, directors and employees of the Company. For purposes of this Policy, “officers” refer to those individuals who meet the definition of “officer” under Section 16 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). Individuals subject to this Policy are responsible for ensuring that members of their household comply with this Policy. This Policy also applies to any entities controlled by individuals subject to the Policy, including any corporations, limited liability companies, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Policy as if they were for the individual’s own account. The Company may determine that this Policy applies to additional persons with access to material nonpublic information, such as contractors or consultants. Officers, directors and employees, together with any other person designated as being subject to this Policy by the General Counsel or his or her designee (the “Compliance Officer”), are referred to collectively as “Covered Persons.

Questions regarding the Policy should be directed to the Compliance Officer, who is responsible for the administration of this Policy.

Policy Statement

No Covered Person shall purchase or sell any type of security while in possession of material nonpublic information relating to the security or the issuer of such security in breach of a duty of trust or confidence, whether the issuer of such security is the Company or any other company. In addition, if a Covered Person is in possession of material nonpublic information about other publicly-traded companies, such as suppliers, customers, competitors or potential acquisition targets, the Covered Person may not trade in such other companies’ securities until the information becomes public or is no longer material. Further, no Covered Person shall purchase or sell any security of any other company, including another company in the Company’s industry, while in possession of material nonpublic information if such information is obtained in the course of the Covered Person’s employment or service with the Company.


 

In addition, Covered Persons shall not directly or indirectly communicate material nonpublic information to anyone outside the Company (except in accordance with the Company’s policies regarding confidential information) or to anyone within the Company other than on a “need-to-know” basis.

Securities includes stocks, bonds, notes, debentures, options, warrants, equity and other convertible securities, as well as derivative instruments.

Purchase and sale are defined broadly under the federal securities law. Purchase includes not only the actual purchase of a security, but also any contract to purchase or otherwise acquire a security. Sale includes not only the actual sale of a security, but also any contract to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions, including conventional cash-for-stock transactions, conversions, the exercise of stock options, transfers, gifts, and acquisitions and exercises of warrants or puts, calls, pledging and margin loans, or other derivative securities.

The laws and regulations concerning insider trading are complex, and Covered Persons are encouraged to seek guidance from the Compliance Officer prior to considering a transaction in Company securities.

Blackout Periods

No director, officer or employee meeting the criteria listed on Schedule I, as determined by the Compliance Officer from time to time, (as well as any individual or entity covered by this Policy by virtue of their relationship to such director, officer or employee) shall purchase or sell any security of the Company during the period beginning on the 15th calendar day of the last month of any fiscal quarter of the Company and ending after completion of the second full trading day after the public release of earnings data for such fiscal quarter or during any other trading suspension period declared by the Company, such period, a blackout period.” A “trading day” is a day on which U.S. national stock exchanges are open for trading. If, for example, the Company were to make an announcement on Monday prior to 9:30 a.m. Eastern Time, then the blackout period would terminate after the close of trading on Tuesday. If an announcement were made on Monday after 9:30 a.m. Eastern Time, then the blackout period would terminate after the close of trading on Wednesday. If you have any question as to whether information is publicly available, please direct an inquiry to the Compliance Officer.

These prohibitions do not apply to:

purchases of the Company’s securities from the Company, or sales of the Company’s securities to the Company;
exercises of stock options or other equity awards or the surrender of shares to the Company in payment of the exercise price or in satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award agreement, or vesting of equity-based awards, in each case, that do not involve a market sale of

 

the Company’s securities (the “cashless exercise” of a Company stock option or other equity award through a broker does involve a market sale of the Company’s securities, and therefore would not qualify under this exception);
bona fide gifts of the Company’s securities, unless the individual making the gift knows, or is reckless in not knowing, the recipient intends to sell the securities while the donor is in possession of material nonpublic information about the Company; or
purchases or sales of the Company’s securities made pursuant to a plan adopted to comply with the Exchange Act Rule 10b5-1 (“Rule 10b5-1”).

Exceptions to the blackout period policy may be approved by the Compliance Officer or, in the case of exceptions for directors, the Board of Directors with advice of counsel.

The Compliance Officer may recommend that directors, officers, employees or others suspend trading in Company securities because of developments that have not yet been disclosed to the public. Subject to the exceptions noted above, all of those individuals affected should not trade in the Company’s securities while the suspension is in effect and should not disclose to others that the Company has suspended trading.

Preclearance of Trades by Directors, Officers and Employees

All transactions in the Company’s securities by directors, officers, and employees meeting the criteria listed on Schedule II, as determined by the Compliance Officer from time to time, (each, a “Preclearance Person”) must be precleared by the Compliance Officer and the Chief Financial Officer. Transactions by the Compliance Officer or the Chief Financial Officer must be precleared by the CEO and, for transactions by the Compliance Officer, the Chief Financial Officer and, for transactions by the Chief Financial Officer, the Compliance Officer. Preclearance should not be understood to represent legal advice by the company that a proposed transaction complies with the law.

A request for preclearance must be in writing, should be made at least two business days in advance of the proposed transaction, and should include the identity of the Preclearance Person, a description of the proposed transaction, the proposed date of the transaction, and the number of shares or other securities involved. In addition, the Preclearance Person must execute a certification that he or she is not aware of material nonpublic information about the Company. The Compliance Officer and the Chief Financial Officer, or the CEO and Chief Financial Officer for transactions by the Compliance Officer and the CEO and Compliance Officer for transactions by the Chief Financial Officer, shall have sole discretion to decide whether to clear any contemplated transaction. All trades that are precleared must be effected within five business days of receipt of the preclearance. A precleared trade (or any portion of a precleared trade) that has not been effected during the five business day period must be submitted for preclearance determination again prior to execution. Notwithstanding receipt of preclearance, if the Preclearance Person becomes aware of material nonpublic information or becomes subject to a blackout period


 

before the transaction is effected, the transaction may not be completed. Transactions under a previously established Rule 10b5-1 Trading Plan that has been preapproved in accordance with this Policy are not subject to further preclearance.

None of the Company, the CEO, the Compliance Officer or the Chief Financial Officer, or the Company’s other employees will have any liability for any delay in reviewing, or refusal of, a request for preclearance.

Material Nonpublic Information

Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell, or hold a security, or if the information is likely to have a significant effect on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt, or equity. Also, information that something is likely to happen in the future—or even just that it may happen—could be deemed material.

Examples of material information may include (but are not limited to) information about:

corporate earnings or earnings forecasts;
possible mergers, acquisitions, tender offers, or dispositions;
major new products or product developments;
important business developments, such as developments regarding strategic collaborations;
management or control changes;
significant financing developments including pending public sales or offerings of debt or equity securities;
defaults on borrowings;
bankruptcies;
cybersecurity or data security incidents; and
significant litigation or regulatory actions.

Information is “nonpublic” if it is not available to the general public. In order for information to be considered public,” it must be widely disseminated in a manner that makes it generally available to investors in a Regulation FD-compliant method, such as through a press release, a filing with the U.S. Securities and Exchange Commission (the “SEC”) or a Regulation FD-compliant conference call. The Compliance Officer shall have sole discretion to decide whether information is public for purposes of this Policy.

The circulation of rumors, even if accurate and reported in the media, does not constitute public dissemination. In addition, even after a public announcement, a reasonable period of time


 

may need to lapse in order for the market to react to the information. Generally, the passage of two full trading days following release of the information to the public, is a reasonable waiting period before such information is deemed to be public.

Post-Termination Transactions

If an individual is in possession of material nonpublic information when the individual’s service terminates, the individual may not trade in the Company’s securities until that information has become public or is no longer material.

Prohibited Transactions

The Company has determined that there is a heightened legal risk and the appearance of improper or inappropriate conduct if persons subject to this Policy engage in certain types of transactions. Therefore, Covered Persons shall comply with the following policies with respect to certain transactions in the Company’s securities.

Short Sales

Short sales of the Company’s securities are prohibited by this Policy. Short sales of the Company’s securities, or sales of shares that the insider does not own at the time of sale, or sales of shares against which the insider does not deliver the shares within 20 days after the sale, evidence an expectation on the part of the seller that the securities will decline in value, and, therefore, signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, Section 16(c) of the Exchange Act prohibits Section 16 reporting persons (i.e., directors, officers, and the Company’s 10% stockholders) from making short sales of the Company’s equity securities.

Options

Transactions in puts, calls, or other derivative securities involving the Company’s equity securities, on an exchange, on an over-the-counter market, or in any other organized market, are prohibited by this Policy. A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and, therefore, creates the appearance that a Covered Person is trading based on material nonpublic information. Transactions in options, whether traded on an exchange, on an over-the-counter market, or any other organized market, also may focus a Covered Person’s attention on short-term performance at the expense of the Company’s long-term objectives.

Hedging Transactions

Hedging transactions involving the Company’s securities, such as prepaid variable forward contracts, equity swaps, collars and exchange funds, or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, are prohibited by this Policy. Such transactions allow the Covered Person to continue to own the covered securities, but without the full risks and rewards of ownership. When that


 

occurs, the Covered Person may no longer have the same objectives as the Company’s other stockholders.

Margin Accounts and Pledging

Individuals are prohibited from pledging Company securities as collateral for a loan, purchasing Company securities on margin (i.e., borrowing money to purchase the securities), or placing Company securities in a margin account. This prohibition does not apply to cashless exercises of stock options under the Company’s equity plans, nor to situations approved in advance by the Compliance Officer.

Partnership Distributions

Nothing in this Policy is intended to limit the ability of an investment fund, venture capital partnership or other similar entity with which a director is affiliated to distribute Company securities to its partners, members, or other similar persons. It is the responsibility of each affected director and the affiliated entity, in consultation with their own counsel (as appropriate), to determine the timing of any distributions, based on all relevant facts and circumstances, and applicable securities laws.

Rule 10b5-1 Trading Plans

The trading restrictions set forth in this Policy, other than those transactions described under Prohibited Transactions,” do not apply to transactions under a previously established contract, plan or instruction to trade in the Company’s securities entered into in accordance with Rule 10b5-1 (a “Trading Plan”) that:

has been submitted to and preapproved by the Compliance Officer;
includes a “Cooling Off Period” for
o
Section 16 reporting persons that extends to the later of 90 days after adoption or modification of a Trading Plan or two business days after filing the Form 10-K or Form 10-Q covering the fiscal quarter in which the Trading Plan was adopted, up to a maximum of 120 days; and
o
employees and any other persons, other than the Company, that extends 30 days after adoption or modification of a Trading Plan;
for Section 16 reporting persons, includes a representation in the Trading Plan that the Section 16 reporting person is (1) not aware of any material nonpublic information about the Company or its securities; and (2) adopting the Trading Plan in good faith and not as part of a plan or scheme to evade Rule 10b-5;
has been entered into in good faith at a time when the individual was not in possession of material nonpublic information about the Company and not

 

otherwise in a blackout period, and the person who entered into the Trading Plan has acted in good faith with respect to the Trading Plan;
either (1) specifies the amounts, prices, and dates of all transactions under the Trading Plan; or (2) provides a written formula, algorithm, or computer program for determining the amount, price, and date of the transactions, and (3) prohibits the individual from exercising any subsequent influence over the transactions; and
complies with all other applicable requirements of Rule 10b5-1.

The Compliance Officer may impose such other conditions on the implementation and operation of the Trading Plan as the Compliance Officer deems necessary or advisable. Individuals may not adopt more than one Trading Plan at a time except under the limited circumstances permitted by Rule 10b5-1 and subject to preapproval by the Compliance Officer.

An individual may only modify a Trading Plan outside of a blackout period and, in any event, when the individual does not possess material nonpublic information. Modifications to and terminations of a Trading Plan are subject to preapproval by the Compliance Officer and modifications of a Trading Plan that change the amount, price, or timing of the purchase or sale of the securities underlying a Trading Plan will trigger a new Cooling-Off Period.

The Company reserves the right to publicly disclose, announce, or respond to inquiries from the media regarding the adoption, modification, or termination of a Trading Plan and non-Rule 10b5-1 trading arrangements, or the execution of transactions made under a Trading Plan. The Company also reserves the right from time to time to suspend, discontinue, or otherwise prohibit transactions under a Trading Plan if the Compliance Officer or the Board of Directors, in its discretion, determines that such suspension, discontinuation, or other prohibition is in the best interests of the Company.

Compliance of a Trading Plan with the terms of Rule 10b5-1 and the execution of transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the Trading Plan, and none of the Company, the Compliance Officer, or the Company’s other employees assumes any liability for any delay in reviewing and/or refusing to approve a Trading Plan submitted for approval, nor the legality or consequences relating to a person entering into, informing the Company of, or trading under, a Trading Plan.

Interpretation, Amendment, and Implementation of this Policy

The General Counsel shall have the authority to interpret and update this Policy and all related policies and procedures. In particular, such interpretations and updates of this Policy, as authorized by the General Counsel, may include amendments to or departures from the terms of this Policy, to the extent consistent with the general purpose of this Policy and applicable securities laws.


 

Actions taken by the Company, the General Counsel, the Compliance Officer (if someone other than the General Counsel), or any other Company personnel do not constitute legal advice, nor do they insulate you from the consequences of noncompliance with this Policy or with securities laws.

Certification of Compliance

All directors, officers, employees and others subject to this Policy may be asked periodically to certify their compliance with the terms and provisions of this Policy.

Effective August 1, 2023

 

 


 

Schedule I

Individuals Subject to Quarterly Trading Blackouts

 

[All directors, executive officers, anyone who reports directly to an executive officer, and other individuals with access to the global financial consolidation and reporting system or regular access to material non-public information]

 

 


 

Schedule II

Individuals Subject to Preclearance Requirement TC "Schedule II Individuals Subject to Preclearance Requirement" \f C \l "2"

 

[All directors and executive officers, and certain other persons with regular access to material non-public information identified by the Compliance Officer]



Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/23/24None on these Dates
For Period end:12/31/23
8/1/23
 List all Filings 


31 Previous Filings that this Filing References

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

 1/30/24  Acco Brands Corp.                 8-K:2,5,7,9 1/24/24   10:667K                                   Donnelley … Solutions/FA
 5/19/23  Acco Brands Corp.                 8-K:5,9     5/16/23   11:230K                                   Donnelley … Solutions/FA
 2/24/23  Acco Brands Corp.                 10-K       12/31/22  140:26M                                    Donnelley … Solutions/FA
12/07/22  Acco Brands Corp.                 8-K:5,9    12/05/22   11:436K                                   Donnelley … Solutions/FA
11/07/22  Acco Brands Corp.                 8-K:1,2,9  11/07/22   12:6.3M                                   Donnelley … Solutions/FA
 8/09/22  Acco Brands Corp.                 10-Q        6/30/22   98:15M                                    Donnelley … Solutions/FA
 5/17/22  Acco Brands Corp.                 S-8         5/17/22    6:335K                                   Donnelley … Solutions/FA
 7/30/21  Acco Brands Corp.                 10-Q        6/30/21   97:10M
 4/01/21  Acco Brands Corp.                 8-K:1,9     3/31/21   11:495K                                   Toppan Merrill/FA
 3/16/21  Acco Brands Corp.                 8-K:1,2,9   3/15/21   11:1.4M                                   Toppan Merrill/FA
11/12/20  Acco Brands Corp.                 8-K:1,7,9  11/10/20   13:1M                                     Toppan Merrill/FA
 5/05/20  Acco Brands Corp.                 10-Q        3/31/20   94:8.3M
 5/04/20  Acco Brands Corp.                 8-K:1,2,9   5/01/20   14:1.1M
 2/27/20  Acco Brands Corp.                 10-K       12/31/19  148:22M
10/30/19  Acco Brands Corp.                 10-Q        9/30/19   97:10M
 7/31/19  Acco Brands Corp.                 10-Q        6/30/19  100:13M
 5/23/19  Acco Brands Corp.                 8-K:1,2,9   5/23/19    2:1.8M
 5/21/19  Acco Brands Corp.                 S-8         5/21/19    5:467K                                   Vedder Price P.C./FA
 2/27/19  Acco Brands Corp.                 10-K       12/31/18  140:20M
10/30/18  Acco Brands Corp.                 10-Q        9/30/18   87:9M
10/22/18  Acco Brands Corp.                 8-K:5,9    10/16/18    2:120K
 2/27/17  Acco Brands Corp.                 10-K       12/31/16  135:20M
 5/18/15  Acco Brands Corp.                 8-K:5,9     5/12/15    5:346K
 5/12/15  Acco Brands Corp.                 S-8         5/12/15    5:320K                                   Vedder Price P.C./FA
 4/30/14  Acco Brands Corp.                 10-Q        3/31/14   77:12M
 3/10/14  Acco Brands Corp.                 8-K:5,9     3/04/14    4:314K
 2/25/14  Acco Brands Corp.                 10-K       12/31/13  135:31M
 4/24/12  Acco Brands Corp.                 8-K:5,7,9   4/23/12    4:166K                                   Vedder Price P.C./FA
 5/20/11  Acco Brands Corp.                 8-K:5,9     5/17/11    7:660K                                   Vedder Price P.C./FA
 2/26/10  Acco Brands Corp.                 10-K       12/31/09   12:2.3M                                   Donnelley … Solutions/FA
12/24/08  Acco Brands Corp.                 8-K:5,8,9  12/19/08    3:284K                                   Vedder Price P.C./FA
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