AJRD 10-K Annual Report Dec. 31, 2022 | Alphaminr
AEROJET ROCKETDYNE HOLDINGS, INC.

AJRD 10-K Fiscal year ended Dec. 31, 2022

AEROJET ROCKETDYNE HOLDINGS, INC.
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PROXIES
DEF 14A
Filed on March 19, 2021
DEF 14A
Filed on March 24, 2020
DEF 14A
Filed on March 26, 2019
DEF 14A
Filed on March 29, 2018
DEF 14A
Filed on March 24, 2017
DEF 14A
Filed on March 18, 2016
DEF 14A
Filed on Feb. 19, 2015
DEF 14A
Filed on Feb. 7, 2014
DEF 14A
Filed on Feb. 15, 2013
DEF 14A
Filed on Feb. 17, 2012
DEF 14A
Filed on Feb. 17, 2011
DEF 14A
Filed on Feb. 26, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Summary Of Significant Accounting PoliciesNote 2. Earnings Per ShareNote 3. Balance Sheet Accounts and Supplemental DisclosuresNote 4. LeasesNote 5. Income TaxesNote 6. Long-term DebtNote 7. Retirement BenefitsNote 8. Commitments and ContingenciesNote 9. Stockholders EquityNote 10. Operating Segments and Related DisclosuresNote 11. Unusual ItemsNote 12. Revision Of Previously Issued Financial StatementsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Amended and Restated Stock and Asset Purchase Agreement, by and between United Technologies Corporation and GenCorp Inc., dated June 12, 2013 8-K 1-01520 2.1 June 14, 2013 2.2 Plan of Conversion 8-K 1-01520 2.1 April 11, 2014 2.3 Agreement and Plan of Merger, dated as of December 17, 2022, by and among L3Harris Technologies, Inc., Aquila Merger Sub Inc. and Aerojet Rocketdyne Holdings, Inc. 8-K 1-01520 2.1 December 19, 2022 3.1 Certificate of Conversion, as filed with the Secretary of State of the State of Ohio 8-K 1-01520 3.1 April 11, 2014 3.2 Certificate of Conversion 8-K 1-01520 3.2 April 11, 2014 3.3 Certificate of Incorporation, as of April 11, 2014, as amended on April 27, 2015 10-K 1-01520 3.3 February 16, 2016 3.4 Aerojet Rocketdyne Holdings, Inc. Second Amended and Restated Bylaws (as amended June 30, 2022) 10-Q 1-01520 3.1 August 1, 2022 4.1 Description of Capital Stock 10-K 1-01520 4.1 February 19, 2020 4.2 GenCorp Retirement Savings Plan S-8 333-0152032 4.1 June 30, 2008 4.3 Form of Common Stock Certificate 8-K 1-01520 4.1 April 11, 2014 4.4 2018 Equity and Performance Incentive Plan DEF 14A 1-01520 A March 29, 2018 4.5 2019 Equity and Performance Incentive Plan DEF 14A 1-01520 B March 29, 2019 10.3 2009 Benefit Restoration Plan for the GenCorp Inc. Pension Plan 8-K 1-01520 10.1 January 7, 2009 10.4 2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan 8-K 1-01520 10.2 January 7, 2009 10.5 Deferred Bonus Plan of GenCorp Inc. and Participating Subsidiaries 10-K 1-01520 10.6 February 12, 2009 10.6 Amendment to the Benefits Restoration Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies, effective October6, 2009 10-Q 1-01520 10.5 October 8, 2009 10.7 Amendment to the 2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan, effective October6, 2009 10-Q 1-01520 10.6 October 8, 2009 10.8 Amendment to the 2009 Benefits Restoration Plan for the GenCorp Inc. Pension Plan, effective October6, 2009 10-Q 1-01520 10.7 October 8, 2009 10.9 Amendment to the Deferred Bonus Plan of GenCorp Inc. and Participating Subsidiaries, effective October6, 2009 10-Q 1-01520 10.8 October 8, 2009 10.10 Amendment to the GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, as amended, effective October6, 2009 10-Q 1-01520 10.9 October 8, 2009 10.11 Amendment to the GenCorp Inc. 1996 Supplemental Retirement Plan for Management Employees, effective October6, 2009 10-Q 1-01520 10.10 October 8, 2009 10.12 Settlement Agreement by and between Aerojet and United States of America, dated November29, 1992 10-K 1-01520 10.52 February 4, 2010 10.13 Modification No.1 to the November29, 1992 Settlement Agreement by and between Aerojet and United States of America, dated October27, 1998 10-K 1-01520 10.53 February 4, 2010 10.14 Amendment to the GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors, as amended, effective April11, 2013 10-Q 1-01520 10.1 July 9, 2013 10.15 Form of Indemnification Agreement 8-K 1-01520 10.1 April 11, 2014 10.16 Amended and Restated 2013 Employee Stock Purchase Plan, dated June 24, 2014 10-Q 1-01520 10.1 October 10, 2014 10.17 Amended and Restated Deferred Compensation Plan for Nonemployee directors, dated June 24, 2014 10-Q 1-01520 10.2 October 10, 2014 10.18 Second Amended and Restated Employment Agreement between Aerojet Rocketdyne Holdings, Inc. and Eileen Drake, dated March 4, 2020 8-K 1-01520 10.2 March 6, 2020 10.19 Amended and Restated Deferred Compensation Plan for Directors, dated February 22, 2017 10-Q 1-01520 10.1 May 8, 2017 10.20 Aerojet Rocketdyne Holdings, Inc. Amended and Restated Executive Change in Control Severance Policy 8-K 1-01520 10.1 March 6, 2020 10.21 Form of Restricted Stock Agreement between the Company and Employees for time-based grants under the 2018 Equity and Performance Incentive Plan S-8 333-224823 99.2 May 10, 2018 10.22 Form of Restricted Stock Agreement between the Company and Employees for performance-based grants under the 2018 Equity and Performance Incentive Plan S-8 333-224823 99.3 May 10, 2018 10.23 Form of Unrestricted Stock Agreement between the Company and Directors for grants under the 2018 Equity and Performance Incentive Plan S-8 333-224823 99.4 May 10, 2018 10.24 Form of Restricted Stock Agreement between the Company and Directors for matching share grants under the 2018 Equity and Performance Incentive Plan S-8 333-224823 99.5 May 10, 2018 10.25 Form of Restricted Stock Agreement between the Company and Directors for annual share grants under the 2018 Equity and Performance Incentive Plan S-8 333-224823 99.6 May 10, 2018 10.26 Form of Stock Appreciation Rights Agreement between the Company and Employees for grants under the 2018 Equity and Performance Incentive Plan S-8 333-224823 99.7 May 10, 2018 10.27 Second Amendment to Fourth Amended and Restated Credit Agreement with Bank of America, N.A., dated as of September 28, 2022. 8-K 1-01520 10.1 September 29, 2022 10.28 Form of Restricted Stock Agreement between the Company and Employees for grants under the 2019 Equity and Performance Incentive Plan S-8 333-231423 99.2 May 13, 2019 10.29 Form of Restricted Stock Agreement between the Company and Directors for grants under the 2019 Equity and Performance Incentive Plan S-8 333-231423 99.3 May 13, 2019 10.30 Form of Unrestricted Stock Agreement between the Company and Directors for grants under the 2019 Equity and Performance Incentive Plan S-8 333-231423 99.4 May 13, 2019 10.31 Form of Stock Option Agreement between the Company and Employees for grants under the 2019 Equity and Performance Incentive Plan S-8 333-231423 99.5 May 13, 2019 10.32 Form of Stock Appreciation Rights Agreement between the Company and Employees for grants under the 2019 Equity and Performance Incentive Plan S-8 333-231423 99.6 May 13, 2019 10.33 Form of Restricted Stock Unit Agreement between the Company and the Executive Chairman for grants of restricted stock units under the Aerojet Rocketdyne Holdings, Inc. 2019 Equity and Performance Incentive Plan. 10-Q 1-01520 10.1 April 28, 2020 10.34 Form of Restricted Stock Unit Agreement between the Company and Employees for grants of restricted stock units under the Aerojet Rocketdyne Holdings, Inc. 2019 Equity and Performance Incentive Plan. 10-Q 1-01520 10.2 April 28, 2020 10.35 Offer letter between Aerojet Rocketdyne Holdings, Inc. and Dan Boehle, dated August 6, 2020. 8-K 1-01520 10.1 August 7, 2020 10.36 Form of Restricted Stock Agreement between the Company and Employees for grants under the 2019 Equity and Performance Incentive Plan. 10-K 1-01520 10.44 February 18, 2021 10.37 Form of Restricted Stock Unit Agreement between the Company and Employees for grants under the 2019 Equity and Performance Incentive Plan. 10-Q 1-01520 10.1 April 26, 2021 10.38 Form of Restricted Stock Unit Agreement between the Company and Employees for time-based grants under the 2019 Equity and Performance Incentive Plan. 10-K 1-01520 10.39 February 18, 2022 10.39 Form of Restricted Stock Unit Agreement between the Company and Employees for performance-based grants under the 2019 Equity and Performance Incentive Plan. 10-K 1-01520 10.40 February 18, 2022 10.40 Form of Restricted Stock Agreement between the Company and Employees for time-based grants under the 2019 Equity and Performance Incentive Plan. 10-K 1-01520 10.41 February 18, 2022 10.41 Form of Restricted Stock Agreement between the Company and Employees for performance-based grants under the 2019 Equity and Performance Incentive Plan. 10-K 1-01520 10.42 February 18, 2022 21.1 Subsidiaries of the Company. 23.1 Consent of Independent Registered Public Accounting Firm. 24.1 Power of Attorney 31.1 Certification of Principal Executive Officer pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934, as amended. 31.2 Certification of Principal Financial Officer pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934, as amended. 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule13a-14(b) under the Securities Exchange Act of 1934 as amended, and 18U.S.C. 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.