Business Context and Reporting Period
This Form 8-K Current Report was filed by Camping World Holdings, Inc. on January 26, 2020, covering events occurring between January 26 and January 30, 2020. The filing addresses changes to the composition of the Company's Board of Directors.
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 corporate governance and personnel changes rather than financial performance.
Material Changes
- Director Resignation: Jeffrey A. Marcus resigned as a Class II director, effective February 1, 2020. His departure was at the request of Crestview Advisors, L.L.C., following his retirement from Crestview.
- Director Appointment: Daniel G. Kilpatrick was appointed as a Class II director, effective February 1, 2020, to serve until the 2021 Annual Meeting of Stockholders. This appointment was made pursuant to a designation right held by Crestview Advisors, L.L.C.
Management Commentary and Compensation
Mr. Kilpatrick, a Partner at Crestview since 2009, brings experience in acquisitions and financings. He previously served on the Company's Board from January 2017 to May 2018. His compensation package includes:
- An annual retainer of $80,000 for Board service.
- An annual award of restricted stock units with an aggregate fair value of $130,000 on the date of the 2020 Annual Meeting.
- All retainer payments and rights to restricted stock units are assigned to Crestview Advisors, L.L.C.
Investor Verification Checklist
- Verify the effective date of the Board composition change (February 1, 2020).
- Confirm the terms of the Voting Agreement with Crestview Advisors regarding director designation rights.
- Review the Company's Non-Employee Director Compensation Policy for details on the $80,000 retainer and $130,000 equity award structure.
- Check subsequent filings for the formal election of Mr. Kilpatrick at the 2021 Annual Meeting.