COMPX INTERNATIONAL INC
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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FY2023 · Filed Feb 28, 2024
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | and (c) Financial Statements |
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The consolidated financial statements listed on the accompanying Index of Financial Statements (see page F-1) are filed as part of this Annual Report.
All financial statement schedules have been omitted either because they are not applicable or required, or the information that would be required to be included is disclosed in the notes to the consolidated financial statements.
| (b) | Exhibits |
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We have retained a signed original of any of these exhibits that contain signatures, and we will provide such exhibits to the Commission or its staff. Included as exhibits are the items listed in the Exhibit Index. We, upon request, will furnish a copy of any of the exhibits listed below upon payment of $4.00 per exhibit to cover our costs of furnishing the exhibits. Instruments defining the rights of holders of long-term debt issues which do not exceed 10% of consolidated total assets will be furnished to the Commission upon request. Such requests should be directed to the attention of our Corporate Secretary at our corporate offices located at 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
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| Item No. | Exhibit Item | |
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| 3.1 | | Second Amended and Restated Certificate of Incorporation of Registrant – incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for quarter ended June 30, 2018. |
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| 3.2 | | Certificate of Retirement – incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed November 5, 2018. |
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| 3.3 | | Amended and Restated Bylaws of Registrant, adopted by the Board of Directors November 1, 2023 – incorporated by reference to Exhibit 3.1 of the Registrant’s current Report on Form 8-K filed on November 1, 2023. |
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| 4.1 | | Description of Capital Stock – incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 26, 2020. |
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| 10.1 | | Intercorporate Services Agreement between the Registrant and Contran Corporation effective as of January 1, 2004 – incorporated by reference to Exhibit 10.2 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 filed on March 4, 2004. |
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| 10.2* | | CompX International Inc. 2012 Director Stock Plan – incorporated by reference to Exhibit 10.2 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 filed on March 6, 2013. |
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| 10.3 | | Tax Sharing Agreement between the Registrant, NL Industries, Inc. and Contran Corporation dated as of January 1, 2020 – incorporated by reference to Exhibit 10.3 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 26, 2020. |
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| 10.4 | | Second Amended and Restated Agreement Regarding Shared Insurance among the Registrant, Contran Corporation, Kronos Worldwide, Inc., NL Industries, Inc., and Valhi, Inc. dated January 25, 2019 – incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 27, 2019. |
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| Item No. | Exhibit Item | |
| 10.5** | | Unsecured Revolving Demand Promissory Note dated December 31, 2023 in the original principal amount of $25 million executed by Valhi, Inc. and payable to the Registrant. |
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| 10.6* | | Form of Indemnification Agreement – incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed May 26, 2016. |
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| 21.1** | | Subsidiaries of the Registrant. |
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| 23.1** | | Consent of PricewaterhouseCoopers LLP. |
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| 31.1** | | Certification |
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| 31.2** | | Certification |
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| 32.1** | | Certification |
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| 97** | | Policy for the Recovery of Erroneously Awarded Compensation. |
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| 101.INS** | | Inline XBRL Instance – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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| 101.SCH** | | Inline XBRL Taxonomy Extension Schema |
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| 101.CAL** | | Inline XBRL Taxonomy Extension Calculation Linkbase |
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| 101.DEF** | | Inline XBRL Taxonomy Extension Definition Linkbase |
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| 101.LAB** | | Inline XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE** | | Inline XBRL Taxonomy Extension Presentation Linkbase |
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| 104 | | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Management contract, compensatory plan or agreement. |
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| ** | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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|---|---|---|
| COMPX INTERNATIONAL INC. | ||
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| Date: February 28, 2024 | By: | /s/ Scott C. James |
| Scott C. James | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
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|---|---|---|---|---|
| Signature | Title | Date | ||
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| /s/ Loretta J. Feehan | | Chair of the Board | | February 28, 2024 |
| Loretta J. Feehan | | | | |
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| /s/ Michael S. Simmons | | Vice Chairman of the Board | | February 28, 2024 |
| Michael S. Simmons | | | | |
| | | | | |
| /s/ Scott C. James | | President, Chief Executive Officer and Director | | February 28, 2024 |
| Scott C. James | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Amy A. Samford | | Executive Vice President, Chief Financial Officer | | February 28, 2024 |
| Amy A. Samford | | (Principal Financial Officer) | | |
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| /s/ Amy E. Ruf | | Vice President, Controller | | February 28, 2024 |
| Amy E. Ruf | | (Principal Accounting Officer) | | |
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| /s/ Thomas E. Barry | | Director | | February 28, 2024 |
| Thomas E. Barry | | | | |
| | | | | |
| /s/ Terri L. Herrington | | Director | | February 28, 2024 |
| Terri L. Herrington | | | | |
| | | | | |
| /s/ Ann Manix | | Director | | February 28, 2024 |
| Ann Manix | | | | |
| | | | | |
| /s/ Gina A. Norris | | Director | | February 28, 2024 |
| Gina A. Norris | | | | |
| | | | | |
| /s/ Mary A. Tidlund | | Director | | February 28, 2024 |
| Mary A. Tidlund | | | | |
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CompX International Inc.
Annual Report on Form 10-K
Items 8 and 15(a)
Index of Financial Statements
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|---|---|---|
| Financial Statements | | Page |
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| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | F-2 |
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| Consolidated Balance Sheets—December 31, 2022 and 2023 | | F-4 |
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| Consolidated Statements of Income and Comprehensive Income—Years ended December 31, 2021, 2022 and 2023 | | F-5 |
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| Consolidated Statements of Stockholders’ Equity—Years ended December 31, 2021, 2022 and 2023 | | F-6 |
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| Consolidated Statements of Cash Flows—Years ended December 31, 2021, 2022 and 2023 | | F-7 |
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| Notes to Consolidated Financial Statements | | F-8 |
All financial statement schedules have been omitted either because they are not applicable or required, or the information that would be required to be included is disclosed in the Notes to the Consolidated Financial Statements.
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