Business Context and Reporting Period
This Form 8-K was filed by Camping World Holdings, Inc. on January 5, 2017. The report details a corporate governance change involving the 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 personnel and compensation matters.
Material Changes
- Board Expansion: The Board of Directors increased its size from seven to eight members.
- New Director Election: Daniel Kilpatrick was elected as a Class II director.
- Director Background: Mr. Kilpatrick is a principal at Crestview Advisors, L.L.C., with experience in private equity, acquisitions, and financings.
Compensation and Governance Details
Mr. Kilpatrick will participate in the standard Non-Employee Director Compensation Policy, which includes:
- Annual Cash Retainer: $70,000.
- Initial Equity Award: 2,363 restricted stock units (RSUs).
- Annual Equity Award: RSUs with an aggregate fair value of $105,000 on the date of grant, provided for at each future annual meeting.
- Vesting Schedule: Both the Initial and Annual Awards vest in three equal installments over three years, contingent on continued service.
- Indemnification: Mr. Kilpatrick has entered into the Company's standard indemnification agreement for directors and officers.
Investor Verification Checklist
- Verify the total number of directors on the Board following this expansion.
- Confirm the current market price of Camping World Holdings stock to calculate the actual share count for the $105,000 annual RSU award.
- Review the Company's proxy statement for the full text of the Non-Employee Director Compensation Policy.
- Check for any related party transaction disclosures regarding Mr. Kilpatrick's firm, Crestview Advisors, L.L.C.