BHE 10-K Annual Report Dec. 31, 2023 | Alphaminr
BENCHMARK ELECTRONICS INC
ALPHAMINR

BHE 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
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 1C. CybersecurityItem 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. [reserved]Item 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 InventoriesNote 3 Property, Plant and EquipmentNote 4 Goodwill and Other Intangible AssetsNote 5 Borrowing FacilitiesNote 6 LeasesNote 7 Common Stock and Stock-based AwardsNote 8 Income TaxesNote 9 Major CustomersNote 10 Financial InstrumentsNote 11 Concentrations Of Business RiskNote 12 Accounts Receivable Sale ProgramNote 13 Segment and Geographic InformationNote 14 RevenueNote 15 Employee Benefit PlansNote 16 ContingenciesNote 17 Restructuring Charges and Other CostsNote 18 Ransomware IncidentNote 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. Directors, Executive OfItem 11. Executive CompensationItem 11. ExecutiItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 12. Security Ownership Of Certain Beneficial OwItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelateItem 14. Principal Accountant Fees and ServicesItem 14. Principal AccouPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 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)) 3.1 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) (Commission file number 1-10560) 3.2 Amended and Restated Bylaws of the Company dated December 2, 2020 (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K dated December 7, 2020 (Commission file number 1-10560)) 4.1 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) (Commission file number 1-10560) 4.2 Description of Companys securities (incorporated by reference to Exhibit 4.2 to the Companys Annual Report on Form 10-K for the year ended December 31, 2019 (Commission file number 1-10560)) 10.1(1) Form of Indemnity Agreement between the Company and its directors and senior officers (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)) 10.3(1) 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)) 10.5(1) 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)) 10.6(1) 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)) 10.7(1) 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)) 10.8(1) 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)) 10.9(1) 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)) 10.10(1) 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)) 10.11(1) 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)) 10.12(1) 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)) 10.13(1) 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)) 10.14(1) 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)) 10.15(1) 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)) 10.16(4) Amended and Restated Credit Agreement, dated December 31, 2021, by and among Benchmark Electronics, Inc., certain of its subsidiaries, the lenders party thereto and Bank of America, N.A. as Administrative Agent, Swingline Lender and L/C Issuer (incorporated by reference to Exhibit 10.1 to the Company's Current Report of Form 8-dated December 28, 2021 (Commission file number 1-10560)) 10.16.1(4) Amendment No. 1 to Amended and Restated Credit Agreement, dated May 20, 2022, by and among Benchmark Electronics, Inc., certain of its subsidiaries, the lenders party thereto and Bank of America, N.A. as Administrative Agent, Swingline Lender and L/C Issuer (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 24, 2022 (Commission file number 1-10560)) 10.16.2 Amendment No. 2 to Amended and Restated Credit Agreement, dated February 3, 2023, by and among Benchmark Electronics, Inc., certain of its subsidiaries, the lenders party thereto and Bank of America, N.A. as Administrative Agent, Swingline Lender and L/C Issuer (incorporated by reference to Exhibit 10.16.2 to the Companys Annual Report on Form 10-K for year ended December 31, 2022 (Commission file number 1-10560)) 10.16.3(4) Amendment No. 3 to Amended and Restated Credit Agreement, dated May 1, 2023, by and among Benchmark Electronics, Inc., certain of its subsidiaries, the lenders party thereto and Bank of America, N.A. as Administrative Agent, Swingline Lender and L/C Issuer (incorporated by reference to Exhibit 10.1 to the Company's Current Report of Form 8-K dated May 3, 2023 (Commission file number 1-10560) 10.18(1) 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)) 10.19(1) Employment Agreement, dated February 26, 2019, between the Company and Jeffrey W. Benck (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 28, 2019 (Commission file number 1-10560)) 10.20(1) Benchmark Electronics, Inc. 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the Companys Definitive Proxy Statement on Schedule 14A filed April 5, 2019) (Commission file number 1-10560) 10.20.1(1) First Amendment to the Benchmark Electronics, Inc. 2019 Omnibus Incentive Compensation Plan (incorporated herein by reference to Annex A to the Company's Revised Definitive Proxy Statement on Schedule 14A filed on April 15, 2022 (Commission file number 1-10560)) 10.21(1) Form of restricted stock unit award agreement for use under the 2019 Plan (incorporated by reference to Exhibit 10.23 to the Companys Annual Report on Form 10-K for the year ended December 31, 2020 (Commission file number 1-10560)) 10.22(1) Form of performance-based restricted stock unit award agreement for use under the 2019 Plan (incorporated by reference to Exhibit 10.24 to the Companys Annual Report on Form 10-K for the year ended December 31, 2020 (Commission file number 1-10560)) 14.1 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)) 21.1(2) Subsidiaries of Benchmark Electronics, Inc. 23.1(2) Consent of Independent Registered Public Accounting Firm 31.1(2) Section 302 Certification of Chief Executive Officer 31.2(2) Section 302 Certification of Chief Financial Officer 32.1(3) Section 1350 Certification of Chief Executive Officer 32.2(3) Section 1350 Certification of Chief Financial Officer 97.1(2) Benchmark Electronics, Inc. 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