BRADY CORP
For the period ended Jul 31, 2024. Filed Sep 6, 2024.
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FY2024 · Filed Sep 6, 2024
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Item 15. Exhibits and Financial Statement Schedules
Item 15 (a) — The following documents are filed as part of this report:
- & 2) Consolidated Financial Statement Schedule -
Schedule II Valuation and Qualifying Accounts
All other schedules are omitted as they are not required, or the required information is shown in the consolidated financial statements or notes thereto.
- Exhibits — See Exhibit Index at page 97 of this Form 10-K.
EXHIBIT INDEX
| ExhibitNumber | Description | |
| 2.1 | Agreement and Plan of Merger, dated as of December 28, 2012, by and among Brady Corporation, BC I Merger Sub Corporation, Precision Dynamics Corporation, and Precision Dynamics Holding LLC (29) | |
| 2.2 | Share and Asset Purchase Agreement, dated as of February 24, 2014, by and among Brady Corporation, LTI Flexible Products, Inc. (d/b/a Boyd Corporation), and LTI Holdings Inc. (6) | |
| 2.3 | Combination Agreement, dated as of April 15, 2021, by and between Brady S.a.r.l and Nordic ID Oyj (30) | |
| 2.4 | Purchase Agreement, dated as of May 21, 2021, by and among Brady Corporation, LDC Limited, and the other institutional and individual holders of outstanding shares of Magicard Holdings Limited (36) | |
| 2.5 | Purchase Agreement, dated as of June 16, 2021, by and among Brady Worldwide, Inc., BW Acquisition Corp., The Code Corporation, Certain Stockholders of the Code Corporation, and Shareholder Representative Services LLC (24) | |
| 2.6 | Securities Sale and Purchase Agreement, dated as of July 3, 2024, by and between Braton Europe S.A.R.L., MML Capital Europe VI Equity II S.A., and the other institutional and individual holders of outstanding shares of Gravotech Holding (19) | |
| 3.1 | Restated Articles of Incorporation of Brady Corporation (1) | |
| 3.2 | By-Laws of Brady Corporation, as amended September 14, 2020 (23) | |
| 4.1 | Description of Brady Corporation Securities (3) | |
| 4.2 | Form of Indenture (1) | |
| *10.1 | Brady Corporation 2023 Omnibus Incentive Plan (14) | |
| *10.2 | Brady Corporation BradyGold Plan, as amended (2) | |
| *10.3 | Executive Additional Compensation Plan, as amended (2) | |
| *10.4 | Executive Deferred Compensation Plan, as amended (37) | |
| *10.5 | Directors’ Deferred Compensation Plan, as amended (37) | |
| *10.6 | Change of Control Agreement, dated as of April 6, 2020, with Andrew T. Gorman (5) | |
| *10.7 | Brady Corporation 2017 Omnibus Incentive Plan (27) | |
| *10.8 | Form of Nonqualified Stock Option Agreement under the Brady Corporation 2017 Omnibus Incentive Plan for awards granted prior to Fiscal 2019 (33) | |
| 10.9 | Brady Corporation Automatic Dividend Reinvestment Plan (4) | |
| 10.10 | Put Option Letter, dated as of March 15, 2024, by and between Brady Corporation and MML Capital Europe VI II S.A. and other institutional and individual holders (22) | |
| *10.11 | Form of Fiscal 2021 Performance-Based Restricted Stock Unit Agreement under the Brady Corporation 2017 Omnibus Incentive Plan (18) | |
| *10.12 | Original Employment Contract between Brady Corporation and Brett Wilms effective June 1, 2018 (10) | |
| *10.13 | Form of Fiscal 2020 and Fiscal 2021 Nonqualified Employee Stock Option Agreement under the Brady Corporation 2017 Omnibus Incentive Plan (3) | |
| *10.14 | Executive Deferred Compensation Plan, As Amended and Restated Effective September 5, 2023 (7) | |
| *10.15 | Form of Nonqualified Stock Option Agreement under the Brady Corporation 2023 Omnibus Incentive Plan (14) |
| *10.16 | Form of Fiscal 2020 and Fiscal 2021 Restricted Stock Unit Agreement under the Brady Corporation 2017 Omnibus Incentive Plan (3) | |
| *10.17 | Employment Offer Letter, dated as of March 11, 2022, with Russell R. Shaller (15) | |
| *10.18 | Form of Restricted Stock Unit Agreement under the Brady Corporation 2023 Omnibus Incentive Plan (14) | |
| 10.19 | Second Amendment to Credit Agreement, dated as of November 14, 2022, by and among Brady Corporation and certain of its subsidiaries, the lenders listed therein and BMO Harris Bank, N.A., as administrative agent (35) | |
| *10.20 | Restricted Stock Unit Agreement, dated as of April 1, 2022, with Russell R. Shaller (15) | |
| *10.21 | Restated Brady Corporation Restoration Plan, as amended (37) | |
| *10.22 | Change of Control Agreement, dated as of April 1, 2022, with Russell R. Shaller (15) | |
| *10.23 | Employment Offer Letter, dated as of February 19, 2020, with Andrew T. Gorman (5) | |
| *10.24 | Form of Fiscal 2023 Performance-Based Restricted Stock Unit Agreement under the Brady Corporation 2017 Omnibus Incentive Plan (5) | |
| *10.25 | Form of Fiscal 2022 Restricted Stock Unit Agreement under the Brady Corporation 2017 Omnibus Incentive Plan (34) | |
| *10.26 | Employment Offer Letter, dated as of August 3, 2022, with Oliver Bojarski (12) | |
| *10.27 | Form of Fiscal 2019 Restricted Stock Unit Agreement under the Brady Corporation 2017 Omnibus Incentive Plan (37) | |
| *10.28 | Employee Non-Compete and Non-Disclosure Agreement, dated as of August 3, 2022, between Brady Corporation and Oliver Bojarski (12) | |
| 10.29 | First Amendment to Credit Agreement, dated as of December 21, 2021, by and among Brady Corporation and certain of its subsidiaries, the lenders listed therein and BMO Harris Bank, N.A., as administrative agent (20) | |
| *10.30 | Form of Fiscal 2022 Restricted Stock Unit Agreement under the Brady Corporation 2017 Omnibus Incentive Plan (34) | |
| *10.31 | Form of Fiscal 2016 Nonqualified Employee Stock Option Agreement under the Brady Corporation 2012 Omnibus Incentive Stock Plan (21) | |
| *10.32 | Form of Fiscal 2022 Nonqualified Employee Stock Option Agreement under the Brady Corporation 2017 Omnibus Incentive Plan (34) | |
| *10.33 | Addendum to the 2017 General Stock Option Incentive Plan of Brady Corporation for Participants in France (18) | |
| *10.34 | Addendum to the 2017 General Restricted Stock Unit Incentive Plan of Brady Corporation for Participants in France (18) | |
| *10.35 | Employment Offer Letter between Brady Corporation and Ann E. Thornton dated as of April 14, 2023 (16) | |
| *10.36 | Change of Control Agreement between Brady Corporation and Ann E. Thornton dated as of April 14, 2023 (16) | |
| *10.37 | Employment Contract Addendum between Brady Corporation and Brett Wilms effective February 1, 2023 (10) | |
| *10.38 | Change of Control Agreement between Brady Corporation and Brett Wilms dated as of January 10, 2023 (10) | |
| 10.39 | Credit Agreement, dated as of August 1, 2019, by and among Brady Corporation and certain of its subsidiaries, the lenders listed therein, BMO Harris Bank, N.A., as administrative agent and L/C issuer, Bank of America, N.A., as syndication agent and L/C issuer, and Wells Fargo Bank, N.A., as documentation agent (38) | |
| *10.40 | Employment Offer Letter between Brady Corporation and Thomas DeBruine dated as of May 24, 2024 (17) | |
| *10.41 | Change of Control Agreement, dated as of April 11, 2022, with Thomas DeBruine (17) |
| *10.42 | Form of Fiscal 2025 Performance-Based Restricted Stock Unit Agreement under the Brady Corporation 2023 Omnibus Incentive Plan | |
| 19 | Insider Trading Policy of Brady Corporation | |
| 21 | Subsidiaries of Brady Corporation | |
| 23 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Russell R. Shaller | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Ann E. Thornton | |
| 32.1 | Section 1350 Certification of Russell R. Shaller | |
| 32.2 | Section 1350 Certification of Ann E. Thornton | |
| 97 | Incentive Recovery Policy of Brady Corporation | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Inline XBRL data (Contained in Exhibit 101) |
| * | Management contract or compensatory plan or arrangement |
|---|
(1)Incorporated by reference to Registrant’s Registration Statement No. 333-04155 on Form S-3
(2)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 1989
(3)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2019
(4)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 1992
(5)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2022
(6)Incorporated by reference to Registrant’s Current Report on Form 8-K filed February 25, 2014
(7)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023
(8)Reserved
(9)Reserved
(10)Incorporated by reference to Registrant’s Current Report on Form 8-K filed February 1, 2023
(11)Reserved
(12)Incorporated by reference to Registrant’s Current Report on Form 8-K filed August 5, 2022
(13)Reserved
(14)Incorporated by reference to Registrant’s Current Report on Form 8-K filed September 5, 2023
(15)Incorporated by reference to Registrant’s Current Report on Form 8-K filed March 16, 2022
(16)Incorporated by reference to Registrant’s Current Report on Form 8-K filed April 19, 2023
(17)Incorporated by reference to Registrant's Current Report on Form 8-K filed May 30, 2024
(18)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2020
(19)Incorporated by reference to Registrant's Current Report on Form 8-K filed July 10, 2024
(20)Incorporated by reference to Registrant’s Current Report on Form 8-K filed December 22, 2021
(21)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2015
(22)Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2024
(23)Incorporated by reference to Registrant’s Current Report on Form 8-K filed September 16, 2020
(24)Incorporated by reference to Registrant’s Current Report on Form 8-K filed June 21, 2021
(25)Reserved
(26)Reserved
(27)Incorporated by reference to Registrant’s Current Report on Form 8-K filed May 27, 2016
(28)Reserved
(29)Incorporated by reference to Registrant's Current Report on Form 8-K filed December 31, 2012
(30)Incorporated by reference to Registrant's Current Report on Form 8-K filed April 16, 2021
(31)Reserved
(32)Reserved
(33)Incorporated by reference to Registrant's Current Report on Form 8-K filed July 14, 2016
(34)Incorporated by reference to Registrants Annual Report on Form 10-K for the fiscal year ended July 31, 2021
(35)Incorporated by reference to Registrant's Current Report on Form 8-K filed November 17, 2022
(36)Incorporated by reference to Registrant's Current Report on Form 8-K filed May 26, 2021
(37)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2018
(38)Incorporated by reference to Registrant’s Current Report on Form 8-K filed August 1, 2019
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