Business Context and Reporting Period
Company: Fox Factory Holding Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: February 23, 2018 (Event Date)
Date Filed: February 27, 2018
Context: The filing reports a change in corporate governance regarding the Board of Directors. The company is designated as an emerging growth company.
Key Financial Metrics
This filing does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The primary material change reported is the composition of the Board of Directors:
- Resignation: Mr. Carl Nichols resigned as a director of the Company.
- Election: Mr. Michael C. Dennison was elected as a Class II director effective February 23, 2018, to fill the vacancy created by Mr. Nichols' resignation.
- Term: Mr. Dennison will serve until the next election of Class II directors at the 2018 annual meeting of shareholders, or until earlier death, resignation, or removal.
- Committee Assignments: Mr. Dennison has not yet been designated as a member of any Board committees.
Guidance, Outlook, and Management Commentary
Compensatory Arrangements:
- Mr. Dennison will receive compensation consistent with other non-employee directors under the Non-employee Director Compensation Plan.
- Grant Details: The Compensation Committee granted 243 restricted stock units (RSUs) to Mr. Dennison on February 23, 2018, under the Company's 2013 Omnibus Incentive Plan.
- Vesting: The RSUs are scheduled to vest the day immediately prior to the Company's 2018 annual meeting of shareholders.
Indemnification: The Company expects to enter into an Indemnification Agreement with Mr. Dennison, requiring the Company to indemnify him against liabilities arising from his service and to advance expenses for legal defense.
Risks and Contingencies: No specific financial risks or contingencies are disclosed in this filing. The text notes there are no transactions or proposed transactions between Mr. Dennison and the Company requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the terms of the Non-employee Director Compensation Plan referenced in the March 23, 2017, Schedule 14A proxy statement.
- Confirm the vesting schedule of the 243 RSUs granted to Mr. Dennison relative to the 2018 annual meeting date.
- Review the full text of the Indemnification Agreement form included as Exhibit 10.1 to the Company's July 8, 2013, Form S-1.
- Check for any subsequent filings regarding Mr. Dennison's committee assignments or the 2018 annual meeting proceedings.