Fox Factory Holding Corp. (NASDAQ:FOXF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Broker Non-Votes

ME Staff 8-k

8 years ago

Fox Factory Holding Corp. (NASDAQ:FOXF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e)

As further described in Item 5.07 below, Fox Factory Holding Corp.
(the Company) held its 2017 Annual Meeting of Stockholders (the
Annual Meeting) on May 4, 2017, at 1:00 p.m. Pacific Daylight Time.
At the Annual Meeting, the Companys stockholders approved the First
Amendment to the Fox Factory Holding Corp. 2013 Omnibus Incentive
Plan (the 2013 Omnibus Plan) to (i) remove the limit on the
aggregate number of restricted stock, restricted stock units and
unrestricted stock awards available for issuance thereunder and
(ii) remove the ability to recycle any shares underlying
outstanding awards that are ultimately settled for cash (the First
Amendment). The Companys executive officers and directors, among
others, are eligible to participate in the 2013 Omnibus Plan. Prior
to the Annual Meeting, the Companys Board of Directors adopted the
First Amendment on March 15, 2017, subject to the approval of the
Companys stockholders. A description of the material terms and
conditions of the 2013 Omnibus Plan are provided in the Companys
definitive proxy statement, as filed with the Securities and
Exchange Commission on March 23, 2017, and such description is
incorporated herein by reference.

The foregoing summary of the First Amendment does not purport to be
complete and is subject to and qualified in its entirety by the
full text of the 2013 Omnibus Plan, as amended by the First
Amendment, a copy of which is filed herewith as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of the Company a total of 37,210,918 shares
of the Company’s common stock were outstanding and entitled to
vote as of March 6, 2017, the record date for the Annual Meeting. A
total of 34,899,446 shares of the Company’s common stock were
present or represented by proxy at the Annual Meeting, representing
approximately 93.79% of the shares outstanding and entitled to vote
at the Annual Meeting, thus providing a quorum.

Set forth below are the matters acted upon by the stockholders and
the number of votes cast with respect to each proposal, as
certified by the inspector of elections.

Proposal No. 1: Election of Directors

The Company’s stockholders elected Dudley Mendenhall to serve on
the Company’s Board of Directors as a Class I director, for a
three year term, ending at the 2020 Annual Meeting of Stockholders,
by the votes indicated below:




Director Nominee	For	Withheld	Broker Non-Votes
Dudley Mendenhall	28,882,006	5,292,111	725,404

Proposal No. 2: Ratification of Appointment of Independent Public
Accounting Firm

The Company’s stockholders ratified the appointment of Grant
Thornton LLP as the Company’s independent public accounting firm
for the 2017 fiscal year by the votes indicated below:





For	Against	Abstain
34,412,505	485,906	1,110

Proposal No. 3: Approval of the First Amendment to the 2013
Omnibus Plan

The Company’s stockholders approved the First Amendment to the
2013 Omnibus Plan by the votes indicated below:

For more information regarding Proposals 1, 2 and 3, please refer
to the Company’s definitive proxy statement, as filed with the
Securities and Exchange Commission on March 23, 2017.

Item 9.01 Financial Statements and Exhibits

(d)

10.1 2013 Omnibus Plan, as amended on May 4, 2017

About Fox Factory Holding Corp. (NASDAQ:FOXF)
Fox Factory Holding Corp. designs, engineers, manufactures and markets performance ride dynamics products for customers across the world. The Company’s brand ride dynamics products are used primarily on bicycles (bikes), side-by-side vehicles (Side-by-Sides), on-road vehicles with off-road capabilities, off-road vehicles and trucks, all-terrain vehicles (ATVs), snowmobiles, specialty vehicles and applications, and motorcycles. The Company’s brands include FOX, FOX RACING SHOX and RACE FACE. The Company offers front fork and rear suspension products designed for cross-country, trail, all-mountain, free-ride and downhill riding primarily for the mountain bike market. Its mountain bike products are sold in various series, including Performance series, Performance Elite series and Factory series. It also offers suspension systems. Its suspension component products in the powered vehicle category range from two inch aluminum bolt-on shocks to its position sensitive internal bypass shocks. Fox Factory Holding Corp. (NASDAQ:FOXF) Recent Trading Information
Fox Factory Holding Corp. (NASDAQ:FOXF) closed its last trading session up +0.40 at 31.80 with 253,655 shares trading hands.