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2: EX-10.1 Material Contract HTML 18K
6: R1 Cover Document HTML 46K
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(Address of Principal Executive Offices) (Zip Code)
(i831)
i274-6500
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
iCommon
Stock, par value $0.001 per share
iFOXF
iThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Richard T. Winters Transition
On August 5, 2022, Fox Factory, Inc. (“Fox Inc.”), a wholly owned subsidiary of Fox Factory Holding
Corp. (the “Company”), and Mr. Richard T. Winters agreed to a transition plan whereby Mr. Winters would step down from his role as President, Powered Vehicles Group and transition to a Senior Executive Advisor role. Mr. Winters’ transition from such role is not the result of any dispute or disagreement with Fox Inc., the Company or the Board of Directors (the “Board”) of the Company on any matter relating to the operations, policies or practices of the Company or the Board.
In connection with the transition plan, Fox Inc. and Mr. Winters entered into a Second Amendment to the Employment Agreement, dated June
29, 2019, by and between Fox Inc. and Mr. Winters, with an effective date of August 8, 2022 (the “Second Amendment”). Pursuant to the Second Amendment, Mr. Winters will remain an employee of Fox Inc. in such capacity as is determined, from time to time, by Fox Inc.’s Chief Executive Officer (the “CEO”) and shall have the title of Senior Executive Advisor. In exchange for such services, Mr. Winter’s base salary shall be $225,000 per annum, paid in accordance with Fox Inc.’s customary payroll practices and he will not be eligible to receive any future performance bonuses or otherwise receive any future awards of restricted stock or any other equity awards.
The foregoing summary of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the complete text of the Second Amendment, attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Second
Amendment to the Employment Agreement, effective as of August 5, 2022, between Richard T. Winters and Fox Factory, Inc.
104
Cover Page Interactive Data File (embedded with the Inline XBRL document)
SIGNATURE
Pursuant 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.
