Jason Industries, Inc. Corporate Policy

Transcription

1 Jason Industries, Inc. Corporate Policy Title: INVESTOR RELATIONS AND CORPORATE COMMUNICATIONS POLICY Issued Date: October 2015 Supersedes: N/A Policy Number: 113 Issued By: Legal Expires: When Replaced Introduction As a public company, Jason Industries, Inc. (the Company ) has an obligation to ensure that all communications of material information are timely, factual, accurate, transparent, consistent and credible, and in compliance with the applicable securities laws of the United States and the applicable legal requirements of the various regulatory agencies to which the Company is subject including, without limitation, the requirements of the Securities and Exchange Commission (the SEC ) and the NASDAQ Global Market (the NASDAQ ). It is imperative that communication is consistent, that selective disclosure is avoided at all times and that all parties in the investment community have fair access to information. The goal of this Investor Relations and Corporate Communications Policy (this Policy ) is to promote compliance with Regulation Fair Disclosure ( Regulation FD ) and Regulation G Conditions for Use of Non-GAAP Financial Measures ( Regulation G ), as well as with NASDAQ-listed company disclosure requirements. Failure to fulfill these obligations may result in significant liability for the Company and, in some instances, certain directors, officers, employees and independent contractors. Statement of Policy This Policy, which is applicable to all directors, officers, employees and independent contractors (collectively, Individuals ) of the Company and its subsidiaries, mandates that the foregoing Individuals shall not disclose internal matters or developments that relate in any way to material, nonpublic information with any person not affiliated with the Company (including, without limitation, family members, relatives and friends) except as required in the performance of such Individual s duties and in accordance with this Policy. This Policy covers disclosures in statements made in the Company s annual and quarterly reports, any SECfiled documents, news and earnings releases, communications between the Company and analysts, investors and the news media, senior management speeches and presentations and information contained on the Company s web site and intranet, and includes discussion of material, nonpublic information in public or quasi-public areas where conversations may be overheard. Further, no Individual may participate in, host or link to internet chat rooms, forums, bulletin boards or other similar media that discuss the Company or any of its subsidiaries in any fashion, except as and only to the extent required in the performance of such Individual s duties and in accordance with this Policy. Nothing in this Policy should be construed as prohibiting an Individual from complying with local, state and federal laws and regulations, including those dealing with reporting emergencies, to appropriate non- Company agencies. This Policy 1) prohibits the selective disclosure of material nonpublic information about the Company in violation of Regulation FD; and 2) sets forth procedures to prevent such improper 1

2 selective disclosures. For purposes of this Policy, material information includes any information that a reasonable investor would consider important in making a decision to buy, sell or hold securities. Nonpublic information includes information that has not been disclosed to the public and, even after disclosure has been made, until a reasonable time has passed after it has been disclosed by means likely to result in widespread public awareness (e.g., SEC filings, press releases or publicly accessible conference calls). Regulation FD Regulation FD requires that whenever the Company, or a person acting on behalf of the Company, discloses material nonpublic information to certain specified persons (including brokers, dealers, analysts and security holders/stockholders) the Company must disseminate the same information to the public: Simultaneously (for intentional disclosures) or, Promptly (for non-intentional disclosures) Public disclosure of such material, non-public information may be made either through the issuance of a press release, the filing or furnishing of a report on Form 8-K or through another Regulation FD compliant method. If public disclosure is to be made through a conference call and/or webcast, the conference call and/or webcast must be preceded by adequate advance notice of the conference call and/or webcast, including the means of accessing it. Regulation FD specifically prohibits selective disclosure to the following groups of persons: brokers, dealers and persons associated with them, including investment analysts; investment advisers, certain institutional investment managers and their associated persons; investment companies and affiliated persons; and holders of any of the Company s securities under circumstances in which it is reasonably foreseeable that the security holders would purchase or sell securities on the basis of the information. Each such person above is referred to herein as an FD Person. If you are in doubt as to whether someone is covered by this Policy, then either (i) assume that they are or (ii) contact a member of the Disclosure Committee (see below) for guidance. Regulation FD does not specifically prohibit communications with the following: Company employees (even when the employees are stockholders); Any person who owes a duty of trust or confidence to the Company through professional responsibility or by contract (e.g., an attorney, accountant or investment banker); and Any person who has entered into an express confidentiality agreement with the Company (whether written or oral). Although Regulation FD does not specifically prohibit communication with the individuals above, it is the Company s policy to follow Regulation FD guidelines with communication to these individuals/groups as well. 2

3 Regulation FD also does not apply to communications made in connection with registered public offerings for issuer capital-raising purposes (e.g., to an underwriter in connection with an initial public offering). Disclosure Committee The Company has designated the Disclosure Committee as having responsibility for interpreting this Policy and for establishing and implementing procedures to ensure compliance with Regulation FD and other applicable securities laws. The members of the Disclosure Committee are as follows: Chief Financial Officer; Vice President Finance; General Counsel; Corporate Controller; and Vice President of Investor Relations & FP&A. Any questions regarding this Policy should be directed to a member of the Company s Disclosure Committee. Authorized Spokespersons Unless otherwise approved by the Board of Directors, the only persons authorized to discuss Company matters with the news media, investment community (e.g. sell-side research analysts, buy-side analysts and portfolio managers, and investment bankers), industry analysts, or other externally interested parties are the following: The Chief Executive Officer; The Chief Financial Officer; and Other such persons specifically designated by any of the above persons to speak with respect to a particular topic of purpose. Each such person is referred to herein as an Authorized Spokesperson. Individuals, other than those authorized to speak on behalf of the Company, are hereby instructed not to respond, under any circumstances, to inquiries from the news media, investment community or industry analysts. This will help to ensure consistent disclosure and avoidance of selective disclosure. Individuals who receive such inquiries either directly or indirectly must refer the inquirer to the Company s Investor Relations Team, or the Company s Investor Relations hotlines at (414) , or investors@jasoninc.com. Individuals are not permitted to discuss the Company in chat rooms, blogs, electronic bulletin boards or other similar media. Material Nonpublic Communications There is no bright line standard as to what constitutes material Company information. Under the federal securities laws, information is material if its disclosure is likely to have an impact on the price of a security, or if reasonable investors would want to know the information before making an investment decision. 3

4 Information has been found to be material where (i) there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, hold, or sell the Company s securities, and (ii) a reasonable investor would have viewed the information as having significantly altered the total mix of information made available. Both positive and negative information can be material, as well as information that forecasts whether an event may or may not occur. Because materiality requires specialized judgment, any questions concerning the materiality of particular information should be resolved by the General Counsel. When in doubt, all questions of materiality should be resolved in favor of finding such information material. The SEC s release adopting Regulation FD notes that possible material information or events might include, but are not limited to, the following: Announcements of earnings or losses; An actual change in earnings or in forecasted earnings that is higher or lower than the forecast; The launch of a new product or business; A pending or prospective merger, acquisition, joint venture or tender offer; The sale of significant assets or a significant subsidiary; A significant change in assets or asset size; Bankruptcies or receiverships; Changes in auditors or auditor notification that the issuer may no longer rely on an audit report; Events regarding the Company s securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of securityholders or public or privates sales of additional securities); The gain or loss of a substantial customer or supplier (e.g., the acquisition or loss of a contract); and Major changes in the control of the Company and/or senior management. Information is nonpublic if it has not yet been disclosed to the public and, even after disclosure has been made, until a reasonable time has passed after it has been disclosed by means likely to result in widespread public awareness (e.g., SEC filings, press releases or publicly accessible conference calls). Disclosure of Material Nonpublic Communications Disclosure issues generally, and in particular with Regulation FD, comprise a highly technical area of law with important consequences for the Company and its employees. Any Individual who believes that a disclosure of material nonpublic information about the Company may have occurred should notify the Company s Chief Executive Officer, General Counsel or Chief Financial Officer immediately. The Company may have a very short period of time (in some cases only 24 hours) to determine whether Regulation FD requires disclosing such information to the public. Except in accordance with the procedures set forth in this Policy, Individuals may not discuss or otherwise disclose material, nonpublic information with any person outside of the Company. Except as otherwise may be set forth herein and subject to the detailed provisions below regarding the disclosure of earnings information, all material, nonpublic information pertaining to the Company should initially be disclosed as follows: (i) by means of a widely disseminated press release; (ii) by the filing of a material change report (e.g. 8-k) or other like form with the applicable securities regulators; (iii) by another method reasonably expected to effect a broad and non-exclusionary distribution of information to the public; or (iv) pursuant to a confidentiality agreement executed by the intended recipient of the information. 4

5 Selective disclosure Selective disclosure is the disclosure of material, nonpublic information to FD Persons prior to the broad public dissemination of that information. It is against the law and Company policy to selectively disclose material, nonpublic information to people or groups outside of the Company at any time, unless those people or groups are covered by confidentiality or nondisclosure agreements. Guidance about earnings estimates, including whether anticipated earnings will be higher than, lower than, or even the same as what the Company has previously estimated or what analysts have been forecasting likely will be considered material information. Tone, Gestures, Code Words Authorized Spokespersons should be cognizant of the fact that the disclosure of material information is not limited to express, spoken language. Material information may also be disclosed through tone, emphasis or demeanor. Furthermore, Regulation FD also covers the use of code words or winks and nods that are used to convey material information. If a director or employee of the Company learns of information that causes him or her to believe that a disclosure may have been misleading or inaccurate when made or may no longer be true, including forwardlooking statements (i.e., one that has a forward intent and connotation upon which parties are expected to rely), such person should report that information immediately to the General Counsel. Any question of what to disclose and with whom to disclose it to should be approved by the General Counsel. Policy on Press Releases A press release will be issued on new material developments, unless the Disclosure Committee determines that such developments should remain confidential for the time being and appropriate control of that insider information is instituted along with ensuring that insider trading on such information is prohibited. All press releases issued by or on behalf of the Company in any form/medium must be approved in advance by one of the following: the Disclosure Committee; the General Counsel; or the Audit Committee or full Board of Directors. All press releases containing earnings information also should be approved by the Audit Committee prior to issuance. As a NASDAQ-listed company, the Company may disclose new material information during a conference call that is properly announced and is fully accessible to all in the investing community through means of a Webcast or teleconference, provided the Company informs the NASDAQ market surveillance desk, during trading hours at least 15 minutes in advance of the presentation, of the nature of the information. As a matter of policy, however, any new material information that is to be intentionally discussed or presented in any meeting, conference or conversation with the investment community will be preceded by the issuance of a broadly disseminated press release. If new material information is unintentionally 5

6 disclosed in such a meeting or discussion with a member or members of the investment community, the Company will promptly (within 24 hours) issue a press release containing that information and will post that information on its web site. If a conference call and/or webcast is held after the issuance of a press release, the purpose of which is to give analyst and/or stockholders an opportunity to seek more information concerning the information disclosed in the press release, the release must be issued with adequate advanced public notice of the conference call and/or webcast and shall include information as to the date, time, telephone number and/or webcast internet address. The press release and web site posting shall also state the period, if any, for which the release and/or a replay of the webcast will be available. Press releases will be issued with all major news wires and as well as posted on the Company s website. Disclosure of Quarterly Earnings Information The Company s quarterly earnings information shall be disclosed as set forth herein. First, a press/earnings release containing a discussion of the Company s quarterly earnings results shall be submitted to the appropriate newswire services for dissemination to the public. All such press releases shall be approved as outlined above. Such press releases shall also be sent in advance to the Company s Board of Directors as well as to the independent auditors and outside legal representation for review and approval. Second, advance notice of the date, time and connection instructions for the quarterly earnings conference call will be included in a press release disseminated at least 48 hours prior to the time of such call. Third, the quarterly earnings calls shall be broadcast live on a medium that will allow the public, without charge, to listen to the call. In addition, a replay of the call will be publicly available, via phone for a period of not less than 7 days after the live event, and via the Internet for a period of not less than one year after the live event. Assuming that the foregoing provisions have been complied with, the contents of the quarterly press release may be freely discussed on the quarterly earnings call. No Individual may discuss earnings or other financial information with anyone outside of the Company except in accordance with this Policy. In compliance with Regulation G and Section 409 of the Sarbanes-Oxley Act of 2002, an earnings release will be furnished on a Form 8-K within four business days from its release. However, under normal circumstances, the Company will attempt to furnish its earnings release on Form 8-K prior to the earnings conference call to avoid, under the 48-hour exemption rule, having to furnish a transcript of the conference call on Form 8-K should new material and/or non-gaap information be discussed during the call. The Company, however, will post that information promptly on its web site. The Company will reconcile non-gaap information to GAAP equivalent information in the earnings release and will promptly post that information on its web site, in accordance with Regulation G requirements. Since the Company normally discusses non-gaap information in the associated conference call, the release will also provide the location on the Company s web site where the required reconciled information will be available. Conduct of Conference Calls The Company makes a practice of holding open, publicly accessible conference calls to discuss quarterly financial results and other significant events that arise in the course of its business. The Company will issue 6

7 a press release with all major news wires and post the release on its website at least 48 hours in advance announcing the date, time and telephone number and/or webcast internet address for the call. The press release and web site posting shall also state the period, if any, for which a replay of the webcast will be available. If any specific additional matters will be discussed in the conference call and/or webcast (e.g., new business initiatives or the status of a previously announced transaction), and such matters are material, that fact should be included in the press release and web-site posting. The quarterly earnings conference call and/or webcast will be open to analysts, professional investors and the general public. The Company may allow only analysts to ask questions on the conference call and/or webcast and will attempt to respond to as many questions as possible as time may allow. All others may listen to the call via the Internet on the Company s web site. Investment Community Meetings and Conferences The Company makes a practice of communicating with the investment community to allow for a better understanding of the strategies, fundamentals and financials of the Company, as well as to give analysts and investors the opportunity to personally meet and assess management. This communication takes the form of phone conversations, one-on-one meetings and group meetings with the Investor Relations Team and with members of the senior management team, whether at Company offices or on the road. The Company also participates in a number of both self-hosted and analyst-hosted conferences and other meetings. To the extent practicable and depending upon the audience and subject matter, the Company s Disclosure Committee, or a subcommittee thereof, should be given the opportunity to review advance copies of speeches, written statements and other significant presentations (including updated Investor Presentations and scripts). Each investor or analyst conference, tradeshow presentation, road-show and similar event (other than a road-show undertaken in connection with a registered offering of the Company s securities that is not subject to Regulation FD) shall be conducted in a Regulation FD compliant manner. If the event is to be made available to the general public through a live webcast, the Company shall give adequate public notice of the webcast, including a press release issued to all major news wires and a posting on the Company s web site with information including the general subject matter to be discussed and the date, time and webcast internet address. The press release and web site posting shall also state the period, if any, for which a replay of the webcast will be available. If the event is not to be webcast, then prior to the event the Company shall issue a press release, file or furnish a report on Form 8-K, or through another Regulation FD compliant method, publicly disclose any material nonpublic information intended to be disclosed at the event. This information generally includes the updated Investor Presentation, filed with Form 8-K. The Company will not selectively disclose material, nonpublic information in these meetings. However, if it is determined that material, nonpublic information may have been disclosed unintentionally, the General Counsel should be notified immediately and the Company shall issue a press release, file or furnish a report on Form 8-K, or through another Regulation FD compliant method, and publicly disclose the information as soon as possible but not later than 24 hours after the determination that the information is material (or prior to the next day s trading on the NASDAQ, if later). The Company will provide fair access to senior management within the limits of its time and resources. All members of the investment community will at least have access to the Investor Relations Team. Requests for meetings will be met as schedules permit and may be determined by such criteria as the number of 7

8 shares an investor holds in the Company s securities, an analyst s or investor s knowledge of the Company and the industry, and how often the analyst or investor has met with senior management. Under no circumstances will access be denied to senior management on the basis of a negative recommendation on the Company s stock or a decision to sell the Company s stock. The Investor Relations Team will accompany senior management in any meetings or discussions with the investment community in order to, at a minimum, monitor the conversation for any unintentional disclosure of new material information and to facilitate getting that information released promptly. One-on-One Meetings Planned conversations and one-on-one meetings, to the extent possible, should be outlined in advance. The Investor Relations Team should attend all such one-on-one meetings. It should be determined in advance whether it is intended that any material nonpublic information be disclosed. If so, the material, nonpublic information should be disclosed prior to or simultaneously with planned conversation by the issuance of a press release, the filing or furnishing of a report on Form 8-K or through another Regulation FDcompliant method. Inquiries from analysts, stockholders or any other interested party to any director or employee other than an Authorized Spokesperson must be forwarded to the Investor Relations Team, or in his or her absence, the General Counsel. Under no circumstances should any attempt be made to handle these inquiries without prior authorization from an Authorized Spokesperson. From time to time, the Investor Relations Team will identify the most commonly asked questions and types of information sought by external parties and will prepare and circulate written responses to those questions to Authorized Spokespersons, and update such written responses periodically. These written responses will serve as a script for Company communications. The Investor Relations Team will maintain a written record of all one-on-one communications. Forward Looking Information/Guidance Should the Company determine it is in its best interest to disclose forward-looking information or financial projections, the Company will use the safe harbor as prescribed in the 1995 Private Securities Litigation Reform Act. The following guidelines shall be observed: (i) the information will be broadly disseminated via a press release or other like method; (ii) the information will be clearly identified as forward-looking; (iii) all material assumptions utilized in the preparation of the forward-looking statement will be identified; (iv) the information will be accompanied by the Company s then current forward-looking statement disclaimer with a reference to its risk factor disclosure; (v) the forward-looking statement will be accompanied by a statement that disclaims the Company s intention or obligation to update or revise the forward-looking statement, whether as a result of new information, future events or otherwise. The Company will not comment on an analyst s estimate(s) in relation to the Company s range of estimates except to refer the analyst to what the Company has stated publicly. In the case of an analyst whose estimate is well above or below the range of current analysts estimates, the Investor Relations Team may call the analyst and simply suggest that he or she look at what the Company has publicly released, but not go beyond that in terms of questioning the analyst s assumptions, etc. The Company will also provide other forms of guidance that may aid analysts and investors in making their own estimates or in making an investment decision. Such guidance may include: 8

9 Qualitative statements about market conditions; Trend information that may affect the business of the Company; Industry-specific information; Qualitative statements about high-level measures such as revenues, customers, etc.; Estimates or forecasts of factors that may drive earnings (but not all factors that might be in the Company s internal financial forecasts); and Qualitative information on business measures or assumptions. In response to any questions about the Company s earnings projections, if provided, the Authorized Spokesperson should state that it is the Company s policy not to comment on projections during the quarter. No Authorized Spokesperson shall provide comfort with respect to an earnings estimate, earnings model or a consensus number or otherwise walk the Street up or down (i.e., suggest adjustments to an analyst s estimates). If an inquiry is received as to the reliability of a previously publicly disseminated projection, the Authorized Spokesperson should follow the no comment approach, however an Authorized Spokesperson may remind the individual of the date and forum in which the Company last disclosed such information, stating that he or she is not reaffirming guidance by referencing the historical guidance given. Quiet Period In advance of an earnings release, the Company will observe a quiet period with respect to communication with the investment community. This quiet period shall be in effect beginning at the end of a fiscal quarter and end after the public release of earnings data for such fiscal quarter. This quiet period will be announced to employees each quarter. During this period: The Company will not comment on its financial condition or outlook Management should limit its direct communications with analysts and investors. There should generally be no participation in investor conferences or non-deal road shows involving management. However, investor relations will continue to receive and respond to inquiries and discuss general topics describing the Company s business or the industry that are not otherwise in conflict with the quiet period. If circumstances are such that the members of the Disclosure Committee feel it is desirable to comment on such matters during this period, the Company will do so only by way of a press release. General Industry Communications/Rumors/Leaks This Policy recognizes that the Company communicates on a regular basis in its ordinary course of business with customers, partners, vendors and other third parties through a variety of means. These communications are not subject to this Policy except in circumstances where: (i) the communication is disseminated through a medium that reaches or could reasonably be expected to reach analysts or other members of the investment community in general; or (ii) where such communications involve the dissemination of material, nonpublic information, in which case, if such dissemination is absolutely necessary to conducting business, an appropriate non-disclosure agreement shall be executed as noted above. Any individual seeking the dissemination of the communication should obtain the prior approval of the General Counsel in the event of any doubt concerning the applicability of these policies. Any individual that is contacted by someone in the investment community, an industry analyst, or anyone seeking financial information on the Company should direct all such inquiries to the Chief Financial 9

10 Officer. Local Media inquiries should be directed to Stacy Stark. If an Individual is contacted by a governmental representative, an attorney or other legal representative regarding any legal matter, such matters shall be referred to the General Counsel. Authorized Spokespersons shall not comment on any market rumors, leaks or other similar information without first obtaining the appropriate legal advice. In the absence of any such legal advice, such Authorized Spokesperson shall provide no comment to the rumor, leak or similar information. Should the NASDAQ request the Company to make a definitive public statement in response to a market rumor that is causing significant volatility in the stock, the Disclosure Committee will consider the matter and make a recommendation to the Chief Executive Officer on whether to make an exception to this Policy. Rumors about the Company that are posted in Internet chat rooms are covered by this Policy. Individuals should not respond to such rumors found in Internet chat rooms, and all rumors should be referred to the designated Authorized Spokesperson for appropriate action. If any Individual becomes aware of an inadvertent or unauthorized disclosure of material, nonpublic information about the Company such individual shall immediately contact the General Counsel. Upon being contacted, the General Counsel shall consult with the Investor Relations team and other persons as necessary, to determine the need for disclosure of the information and develop an appropriate disclosure plan, if applicable. The General Counsel should be notified of any rumor or unusual trading activity as soon as possible. If the source of a rumor is found to be internal, the General Counsel should be consulted to determine the appropriate response. Industry and Securities Analyst The Investor Relations Team may review, upon request, drafts of research analysts models or reports (the analyst, under the conflict of interest rules in Sarbanes-Oxley Act of 2002, will not provide the recommendation or price target for the Company s stock). Any comments to such documents shall be limited to those portions of the model or report that constitute statements of historical fact or a factual description of the Company s business. The Investor Relations Team may correct material factual errors in such models or reports, provided that the factual information has already been broadly disseminated to the public. In no event shall the Investor Relations team comment on, confirm, deny or guide any forward-looking statements or financial projections contained in such models or reports. The Company shall not provide such analyst reports or models through any means to any person outside of the Company. Instead, the Company will post on the investor relations section of its web site the names and firms of analysts who are currently covering the Company. Questions All questions relating to this Policy set forth herein should be referred to the Investor Relations Team and/or the Company s General Counsel. 10

11 Violations of this Policy Violations of Regulation FD are subject to SEC enforcement action, which may include administrative action seeking a cease-and-desist order, or a civil action against the Company or an individual, seeking an injunction and/or civil monetary penalties. Any violation of this Policy by a director or employee shall be brought to the attention of the General Counsel immediately and may constitute grounds for termination of service or employment. Review and Approval The Office of the General Counsel of the Company will have primary responsibility for maintaining, reviewing and revising this Policy. Who Should Know This Policy Chief Executive Officer All Executives Legal Department Board of Directors Chief Financial Officer All Managers and Supervisors All Employees 10/