| | | | | | | | | | | | | | | | | | | | | | |
Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 7/20/23 |
| Issuer: |
| Issuer CIK: 807707 |
| Issuer Name: VOXX International Corp |
| Issuer Trading Symbol: VOXX |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 903634 |
| | Owner Name: SHALAM JOHN J |
| Reporting Owner Address: |
| | Owner Street 1: C/O VOXX INTERNATIONAL CORPORATION |
| | Owner Street 2: 2351 J LAWSON BLVD |
| | Owner City: ORLANDO |
| | Owner State: FL |
| | Owner ZIP Code: 32824 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Other Text: Chairman of the Board |
| Aff 10b5 One? No |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: SERP Restricted Stock Units |
| | | Footnote ID: F1 |
| | Conversion or Exercise Price: |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 7/20/23 |
| | | Footnote ID: F1 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,686 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F5 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common |
| | | Underlying Security Shares: |
| Value: 2,686 |
| Footnote ID: F3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,686 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: This Form 4 is filed to report a grant of restricted stock units ("RSUs") pursuant to the Issuer's 2014 Omnibus Equity Incentive Plan (the "Plan"). The RSUs will vest on the later of three years from the date of grant or the grantee reaching the age of 65 years. The Issuer, in its sole discretion, may settle the RSUs in the form of cash, shares of the Issuer's Class A Common Stock or a combination of both. This Form 4 includes the reporting person's balance in the Issuer's Supplemental Executive Retirement Plan ("SERP") that is hypothetically invested 100% in the Issuer's Class A Common Stock on the date of grant. |
| Footnote - F2: The investment return on contributions in the SERP is generally equal to the earnings and losses that would occur if 100% of the contributions were invested in the Issuer's Class A Common Stock on the date of grant. Vested balances in the SERP are settled in the Issuer's sole discretion in the form of cash, shares of the Issuer's Class A Common Stock or a combination of both. |
| Footnote - F3: Represents the aggregate number of RSUs allocated to the reporting person under the SERP as of the date of grant based on the Fair Market Value defined as the mean between the highest and lowest quoted selling price of a share of the Issuer's Class A Common Stock on July 20, 2023. |
| Footnote - F4: The vested balance in the reporting person's SERP account is payable in cash, Class A Common Stock or a combination of both following a Participant's termination of service due to death, Disability, retirement no less than 3 years from the initial date of participation in the Plan or a reason approved by the Board in accordance with Article 2.2 of the Plan. |
| Footnote - F5: The number of RSUs allocated to the reporting person under the SERP is determined by dividing the amount of deferred eligible compensation by the Fair Market Value of a share of the Issuer's Class A Common Stock on each applicable award date. |
| Owner Signature: |
| Signature Name: /s/ John J. Shalam |
| Signature Date: 7/24/23 |
