COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On January11, 2018, Alan B. Offenberg notified Compass Group Diversified Holdings LLC (the “Company”) and Compass Diversified Holdings (NYSE: CODI) (together with the Company, “CODI”), as well as Compass Group Management LLC (“CGM”) of his intention to retire from his position as Chief Executive Officer and a director of the Company following his 20-year tenure with CODI and CGM, effective May2, 2018. Mr.Offenberg’s decision to retire is solely for personal reasons and did not involve any disagreement between himself and the Company, the Company’s management, or the Board of Directors of Company (the “Board”).
Effective May3, 2018, in order to fill the vacancies created by Mr.Offenberg’s retirement, CGM intends to appoint Elias J. Sabo as the Chief Executive Officer of the Company and Sostratus LLC, as the holder of 50% of the Company’s allocation interests, intends to appoint Mr.Sabo as the allocation member’s appointee to the Board. The Board has accepted both nominations. Mr.Sabo will serve as Chief Executive Officer and director of the Company until his earlier death, resignation, or removal. Mr.Sabo, 47, joined CGM in 1998 as one of the founding partners. For the past 20 years, he has been a member of the Investment Committee and, alongside Mr.Offenberg, has played a central role in directing CODI’s strategy. Mr.Sabo also currently serves as a director for a number of CODI’s current subsidiaries, including 5.11 Tactical, Advanced Circuits, Arnold Magnetic Technologies, and Fresh Hemp Foods, Ltd. (doing business as Manitoba Harvest). He previously served as the Chairman of Fox Factory Holding Corp. (NASDAQ: FOXF), a former CODI subsidiary. Prior to joining CGM, Mr.Sabo held positions with CIBC Oppenheimer and Colony Capital.
Mr.Sabo is, and has been, a partner of CGM, the Company’s manager, and is the holder of allocation interests in the Company through Sostratus LLC. With respect to the disclosure related to these relationships required by 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended (“Regulation S-K”), the section of the Company’s 2017 Proxy Statement, entitled “Certain Relationships and Related Party Transactions” as it pertains to CGM and Sostratus is incorporated by reference herein. Mr.Sabo does not have any family relationships that require disclosure to Item 401(d) of Regulation S-K.
Section8 Other Events
On January16, 2018, the Company issued a press release announcing Mr.Offenberg’s retirement and the appointment of Mr.Sabo as his successor. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.
Section9 Financial Statements and Exhibits
| Item 5.02 | Financial Statements and Exhibits |
| 99.1 | Press Release dated January16, 2018. |
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January16, 2018 | COMPASS DIVERSIFIED HOLDINGS |
| By: | /s/ Ryan J. Faulkingham |
| Ryan J. Faulkingham | |
| Regular Trustee |
Compass Group Diversified Holdings LLC ExhibitEX-99.1 2 d472032dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Compass Diversified Holdings Ryan J. Faulkingham Chief Financial Officer 203.221.1703 [email protected] Investor Relations and Media Contact: The IGB Group Leon Berman / Scott Eckstein 212.477.8438 / 212.477.8261 [email protected] / [email protected] Compass Diversified Holdings Announces Retirement of Alan B. Offenberg and Names Elias J. Sabo as Chief Executive Officer Alan B. Offenberg to Retire as of May 2,…To view the full exhibit click here
About COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI)
Compass Diversified Holdings (the Trust) and Compass Group Diversified Holdings, LLC, (the Company), acquires and manages a group of small and middle-market businesses. The Company’s segments include The Ergo Baby Carrier, Inc. (Ergobaby), Liberty Safe and Security Products, Inc. (Liberty Safe or Liberty), Fresh Hemp Foods Ltd. (Manitoba Harvest), Compass AC Holdings, Inc. (ACI or Advanced Circuits), AMT Acquisition Corporation (Arnold or Arnold Magnetics), Clean Earth Holdings, Inc. (Clean Earth), Candle Lamp Company, LLC (Sterno or Sterno Products) and Tridien Medical, Inc. (Tridien). The Company also owns a non-controlling interest of approximately 41% in Fox Factory Holding Corp. (FOX). Compass Group Management LLC, (CGM or the Manager), manages the day-to-day operations of the Company, and oversees the management and operations of its businesses pursuant to a management services agreement (MSA).
