Business Context and Reporting Period
Company: Fox Factory Holding Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: March 25, 2026
Reporting Period: Event date March 25, 2026
This filing reports a corporate governance change pursuant to a Cooperation Agreement dated February 8, 2026, between the Company and Engine Capital L.P. and certain affiliates.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on board composition and director appointments.
Material Changes
- Board Expansion: The Board of Directors increased its size by one, resulting in a total of nine directors.
- New Appointment: Douglas J. Grimm was appointed as a Class I director, effective March 25, 2026.
- Committee Assignments: Mr. Grimm was appointed to the Audit Committee and the Transformation Committee.
- Term Details: The initial term expires at the 2026 annual meeting of stockholders. The Board intends to nominate Mr. Grimm for a full term expiring at the 2029 annual meeting.
Guidance, Outlook, and Risks
Management Commentary: The appointment is a direct result of the previously announced Cooperation Agreement. No specific financial guidance or operational outlook is provided in this document.
Compensation: Mr. Grimm will receive standard director benefits, including cash compensation, equity-based grants, expense reimbursement, and indemnification, pro-rated based on the appointment date.
Risks and Contingencies: The filing states there are no undisclosed transactions or relationships involving Mr. Grimm requiring disclosure under Item 404(a) of Regulation S-K. The full terms of the Cooperation Agreement are referenced in a prior filing (February 9, 2026) and incorporated by reference.
Investor Verification Checklist
- Review the full text of the Cooperation Agreement filed as Exhibit 10.1 to the Form 8-K dated February 9, 2026.
- Verify the specific equity-based compensation grants and pro-rata calculations for Mr. Grimm in future proxy statements.
- Monitor the 2026 annual meeting of stockholders for the formal election of Mr. Grimm to the 2029 term.
- Assess the strategic implications of the "Transformation Committee" appointment in the context of the Engine Capital L.P. agreement.