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.

(b)

On July 19, 2017, Mr. Elias Sabo informed Fox Factory Holding Corp. (the “Company”) of his intent to resign from the Board of Directors of the Company (the “Board”), including from his position as Chairperson of the Board (the “Chairperson”), effective immediately prior to, and contingent upon, the Board’s election of Mr. Thomas Ellis Duncan to the Board. Mr. Sabo’s decision to resign is solely for personal reasons and time considerations, and did not involve any disagreement between himself and the Company, the Company’s management, or the Board. The Board has filled the vacancies created by Mr. Sabo’s resignation as described below.

(d)

On July 24, 2017, per the recommendation of its Nominating and Corporate Governance Committee, the Board elected Mr. Duncan as a Class III director of the Company, effective immediately. Mr. Duncan will serve as a director until the next election of Class III directors at the Company’s annual meeting of shareholders to be held in 2019 or Mr. Duncan’s earlier death, resignation, or removal. Mr. Duncan has not yet been designated as a member of any of the Board’s committees.

There are no arrangements or understandings between Mr. Duncan and any other person to which he was elected as a director, and as of the date hereof, there are no transactions or proposed transactions between Mr. Duncan and the Company that require disclosure to Item 404(a) of Regulation S-K (17 CFR 229.404(a)).

As a non-employee director, Mr. Duncan will receive compensation in the same manner as the Company’s other non-employee directors, through the Non-employee Director Compensation Plan (the “Plan”), the terms of which the Company previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 23, 2017. The Plan provides that, if a non-employee director joins the Board on a day other than the date of the annual meeting of the shareholders of the Company, such non-employee director shall be entitled to receive a prorated award of restricted stock units. Thus, in connection with Mr. Duncan’s election as a non-employee director, to the Plan and under the Company's 2013 Omnibus Incentive Plan, as amended, the Compensation Committee granted 1,035 restricted stock units to Mr. Duncan on July 24, 2017, which shall vest the day immediately prior to the Company’s annual meeting of shareholders to be held in 2018.

The Company also expects to enter into an Indemnification Agreement with Mr. Duncan, the form of which is included as Exhibit 10.1 to the Company’s Form S-1, filed with the Securities and Exchange Commission on July 8, 2013. The Indemnification Agreement will require the Company, among other things, to indemnify Mr. Duncan against liabilities that may arise by reason of his status with the Company or service to the Company. The Indemnification Agreement will also require the Company to advance all expenses incurred by Mr. Duncan in investigating or defending any such action, suit, or proceeding. The foregoing discussion of the terms of the form of Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Indemnification Agreement.

Further, on July 24, 2017, per the recommendation of its Nominating and Corporate Governance Committee, the Board appointed Mr. Dudley Mendenhall to succeed Mr. Sabo as Chairperson, effective immediately upon Mr. Sabo’s resignation.

On July 25, 2017, the Company issued a press release regarding the changes to the Board described above, which is filed as Exhibit 99.1 to this Current Report on Form8-K and is incorporated by reference into this Item 5.02.

(d)

99.1Press Release of the Company dated July 25, 2017

FOX FACTORY HOLDING CORP Exhibit
EX-99.1 2 exhibit991pressrelease.htm Exhibit Fox Factory Holding Corp. Announces Changes to Board of DirectorsDudley Mendenhall to Succeed Elias Sabo as Chairman of the BoardAppoints Tom Duncan to Board of DirectorsSCOTTS VALLEY,…
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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.