BHE 10-K Annual Report Dec. 31, 2017 | Alphaminr
BENCHMARK ELECTRONICS INC

BHE 10-K Fiscal year ended Dec. 31, 2017

BENCHMARK ELECTRONICS INC
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PROXIES
DEF 14A
Filed on April 12, 2024
DEF 14A
Filed on April 7, 2023
DEF 14A
Filed on April 15, 2022
DEF 14A
Filed on April 1, 2021
DEF 14A
Filed on March 30, 2020
DEF 14A
Filed on April 2, 2019
DEF 14A
Filed on March 30, 2018
DEF 14A
Filed on March 31, 2017
DEF 14A
Filed on April 2, 2015
DEF 14A
Filed on March 28, 2014
DEF 14A
Filed on March 29, 2013
DEF 14A
Filed on March 28, 2012
DEF 14A
Filed on April 5, 2011
DEF 14A
Filed on April 2, 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 Shareholder Matters and Issuer Purchases Of Equity SecuritiesPart OfItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 8. Financial Statements and Supplementary DataNote 1 Summary Of Significant Accounting PoliciesNote 2 AcquisitionNote 3 InventoriesNote 4 Property, Plant and EquipmentNote 5 Goodwill and Other Intangible AssetsNote 6 Borrowing FacilitiesNote 7 CommitmentsNote 8 Common Stock and Stock-based Awards PlansNote 9 Income TaxesNote 10 Major CustomersNote 11 Financial Instruments and Concentration Of Credit RiskNote 12 Concentrations Of Business RiskNote 13 Accounts Receivable Sale ProgramNote 14 Segment and Geographic InformationNote 15 Employee Benefit PlansNote 16 ContingenciesNote 17 Restructuring ChargesNote 18 Quarterly Financial Data (unaudited)Note 19 Accumulated Other Comprehensive LossNote 20 Supplemental Cash Flow and Non-cash InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

Purchase Agreement dated October 20, 2015 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 12, 2015 (Commission file number 1-10560))Restated Certificate of Formation dated May 17, 2016 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated May 17, 2016) (the 8-K) (Commission file number 1-10560)Amended and Restated Bylaws of the Company dated May 11, 2016 (incorporated by reference to Exhibit 3.2 to the 8-K)Specimen form of certificate evidencing the Common Shares (incorporated by reference to Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2014) (the 10-Q) (Commission file number 1-10560)Form of Indemnity Agreement between the Company and its directors and senior officers (incorporated by reference to Exhibit 10.1 to the 10-Q)Form of nonqualified stock option agreement for use under the 2000 Plan (incorporated by reference to Exhibit 10.10 to the Companys Annual Report on Form 10-K for the year ended December 31, 2008 (Commission file number 1-10560))Amendment No. 1 to the 2002 Plan (incorporated by reference to Exhibit 99.3 to the Companys Current Report on Form 8-K dated May 19, 2006 (Commission file number 1-10560))Benchmark Electronics, Inc. 2010 Omnibus Incentive Compensation Plan (2010 Plan) (incorporated by reference to Exhibit 99.1 to the Companys Registration Statement on Form S-8 (Registration Number 333-168427))First Amendment to the 2010 Plan (incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed March 28, 2014 (Commission file number 1-10560))Form of option award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.10 to the Companys Registration Statement on Form S-8 (Registration Number 333-168427))Form of restricted share award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.11 to the Companys Registration Statement on Form S-8 (Registration Number 333-168427))Form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.12 to the Companys Registration Statement on Form S-8 (Registration Number 333-168427))Amended form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560))Form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on May 10, 2016 (Commission file number 1-10560))Amended form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560))Benchmark Electronics, Inc. Deferred Compensation Plan dated as of December 16, 2008 (incorporated by reference to Exhibit 99.1 to the Companys Form S-8 (Registration Number 333-156202))Employment Agreement dated December 1, 2016 between the Company and Paul J. Tufano (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated December 1, 2016 (Commission file number 1-10560))Employment Agreement between the Company and Donald F. Adam dated as of March 10, 2009 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 10, 2009 (Commission file number 1-10560))Agreement between the Company and Jon J. King dated as of May 15, 2017 (incorporated by reference to Exhibit 10.1 to the Companys quarterly report on Form 10-Q filed for the quarter ended June 30, 2017 (Commission file number 1-10560))Form of Executive Severance Agreement (incorporated by referent to Exhibit 10.15 to the Companys Annual Report on Form 10-K for the year ended December 31, 2015 (Commission file number 1-10560))Code of Conduct (incorporated by reference to Exhibit 10.20 to the Companys Annual Report on Form 10-K for the year ended December 31, 2009 (Commission file number 1-10560))Credit Agreement dated November 12, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 12, 2015 (Commission file number 1-10560))Amendment No. 1 to the Credit Agreement dated November 12, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560))Separation Agreement dated September 15, 2016 between the Company and Gayla J. Delly (incorporated by reference to Exhibit 10.1 to the Companys Current Report Form 8-K dated September 15, 2016 (Commission file number 1-10560))Cooperation Agreement, dated as of December 19, 2016, by and among the Company and Engaged Capital, LLC, Engaged Capital Flagship Master Fund, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd. and Engaged Capital Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated December 19, 2016 (Commission file number 1-10560))Form of Key Management Severance Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated December 11, 2017 (Commission file number 1-10560))Transition Agreement and Release of All Claims by and between Scott Peterson and the Company (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated December 11, 2017 (Commission file number 1-10560))Transition Agreement and Release of All Claims by and between Donald F. Adam and the Company (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated December 20, 2017 (Commission file number 1-10560))Letter of Hein & Associates LLP dated November 21, 2017 (incorporated by reference to Exhibit 16.1 to the Companys Current Report on Form 8-K dated November 21, 2017 (Commission file number 1-10560))Subsidiaries of Benchmark Electronics, Inc.Consent of Independent Registered Public Accounting Firm concerning incorporation by reference in the Companys Registration Statements on Form S-8 (Registration No. 333-28997, No. 333-101744, No. 333-156202, No. 333-168427 and No. 333-198404)Section 302 Certification of Chief Executive OfficerSection 302 Certification of Chief Financial OfficerSection 1350 Certification of Chief Executive OfficeSection 1350 Certification of Chief Financial Officer