FOX FACTORY HOLDING CORP (Form: 8-K, Received: 02/28/2019 08:13:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 25, 2019

Date of Report (date of earliest event reported)

Fox Factory Holding Corp.

(Exact name of Registrant as Specified in its Charter)



Delaware	001-36040	26-1647258
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)

6634 Hwy 53

Braselton, GA 30517

(Address of Principal Executive Offices) (Zip Code)

(831) 274-6500

(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:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 ¨

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

(d)

On February 25, 2019, per the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Fox Factory Holding Corp. (the “Company”) elected Ms. Jean Hlay as a Class III director of the Company, effective immediately, to fill the vacancy created by Mr. Robert C. Fox, Jr.’s retirement. Ms. Hlay 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 Ms. Hlay’s earlier death, resignation, or removal. As of the date hereof, Ms. Hlay has not yet been designated as a member of any of the Board’s committees.

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

As a non-employee director, Ms. Hlay will receive compensation in the same manner as the Company’s other non-employee directors, through the Non-employee Director Compensation Policy (the “Policy”), 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 15, 2018. The Policy 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 Ms. Hlay’s election as a non-employee director, pursuant to the Policy and under the Company's 2013 Omnibus Incentive Plan, as amended, the Compensation Committee granted 146 restricted stock units to Ms. Hlay on February 25, 2019, which shall vest the day immediately prior to the Company’s annual meeting of shareholders to be held in 2019.

The Company also entered into an Indemnification Agreement with Ms. Hlay, the form of which is included as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 31, 2018. The Indemnification Agreement requires that the Company, among other things, to indemnify Ms. Hlay against liabilities that may arise by reason of his status with the Company or service to the Company. The Indemnification Agreement also requires that the Company advance all expenses incurred by Ms. Hlay 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.

(e)

On February 25, 2019, the Board approved a transition plan for William H. Katherman, whereby he will transition into the role of Operations Consultant, effective March 30, 2019. In connection with his role change, Fox Factory, Inc., the wholly owned operating subsidiary of the Company, and Mr. Katherman entered into an Amendment (the “Amendment”) to his Employment Agreement, originally dated February 20, 2014 ( as previously amended, the “Original Agreement”).

The Amendment revises Mr. Katherman’s Original Agreement to account for his new role as “Operations Consultant.” The Amendment eliminates Mr. Katherman’s ability to earn a performance bonus and the potential provision of severance. This summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Amendment, included as Exhibit 10.1 to this filing. Exhibit 10.1 is incorporated by reference into this Item 5.02.

Item 7.01 Regulation FD Disclosure

On February 28, 2019, the Company issued a press release announcing Ms. Hlay’s election to the Board, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained or incorporated in this Item 7.01 of this Current Report is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith:




Exhibit Number	Description
10.1	Amendment dated February 25, 2019 to Employment Agreement dated February 20, 2014, by and between Fox Factory, Inc. and William H. Katherman
99.1	Copy of press release issued by Fox Factory Holding Corp. on	February 28, 2019

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.





			Fox Factory Holding Corp.
Date:	February 28, 2019	By:	/s/ ZVI GLASMAN

			Zvi Glasman
			Chief Financial Officer and Treasurer

Exhibit 10.1

Amendment to Employment Agreement

(Bill Katherman)

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is entered into as of February 25, 2019, by and between Fox Factory, Inc., a California corporation (the “ Company ”), and Bill Katherman, an individual (“ Executive ”), amends that certain Employment Agreement dated as of February 20, 2014 by and between the Company and Executive (as previously amended from time to time, the “ Original Agreement ”) and shall be effective March 30, 2019 (the “ Effective Date ”). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Agreement.

RECITALS

WHEREAS , the parties hereto desire to amend certain provisions of the Original Agreement in accordance with the terms of this Amendment;

NOW, THEREFORE , in consideration of the mutual promises and the respective mutual agreements contained herein, the parties to this Amendment agree as follows:

Section 1. Amendments. The Original Agreement is amended, effective as of the Effective Date, as follows:


a.	Section 2(a) of the Original Agreement is DELETED and REPLACED to read as follows:

“Executive shall serve as the Operations Consultant of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive, all subject to the power and authority of the Company’s Chief Executive Officer, Board of Directors (the “ Board ”) and the Executive Committee of the Board (the “ Executive Committee ”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company.”


b.	Section 3(b) of the Original Agreement is DELETED. Notwithstanding the foregoing, Executive shall be entitled to any Performance Bonus earned under Section 3(b) prior to this Amendment for the fiscal year ending December 28, 2018.


c.	Section 4(b) of the Original Agreement is DELETED and REPLACED to read as follows:

“Following any termination under paragraphs 4(a)(i), (ii), (iii), (iv), (v) or (vi), Executive (or in the event of Executive’s death, Executive’s estate) shall be entitled to receive, immediately upon termination, a lump sum payment in cash in an amount equal to Executive’s accrued and unpaid Base Salary plus any authorized business expenses incurred and un-reimbursed as of the date of termination, death or disability.”

d. The following provision is INSERTED following the last sentence of Section 5(a):

“Notwithstanding the foregoing, nothing in this Agreement prohibits, limits, or restricts, or shall be construed to prohibit, limit, or restrict, Executive from exercising any legally protected whistleblower rights (including pursuant to Section 21F of the Exchange Act and the rules and regulations thereunder), without notice to or consent from the Company. Moreover, the federal Defend Trade Secrets Act of 2016 immunizes Executive against criminal and civil liability under federal or state trade secret laws - under certain circumstances - if Executive discloses a trade secret for the purpose of reporting a suspected violation of law. Immunity is available if Executive discloses a trade secret in either of these two circumstances: (1) Executive discloses the trade secret (a) in confidence, (b) directly or indirectly to a government official (federal, state or local) or to a lawyer, and (c) solely for the purpose of reporting or investigating a suspected violation of law; or (2) In a legal

proceeding, Executive discloses the trade secret in the complaint or other documents filed in the case, so long as the document is filed “under seal” (meaning that it is not accessible to the public).”

Section 2. Change of Employment. The Parties agree that the changes in Executive’s employment pursuant to this Amendment will not constitute “Good Reason” under the Original Agreement and Executive consents to such modifications to the terms of his employment with the Company.

Section 3. Effect on Original Agreement. On and after the Effective Date, each reference in the Original Agreement to “this letter”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Original Agreement as amended hereby. Except as specifically modified by the terms of this Amendment, all of the terms, provisions, covenants, warranties and agreements contained in the Original Agreement shall remain in full force and effect and are hereby ratified.

Section 4. Governing Law. This Amendment shall be construed under and shall be governed by the laws of the State of California.

Section 5. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF , the undersigned have executed and delivered this Amendment as of the date first above written.

The Company

Fox Factory, Inc.

a California corporation

By :_/s/ Larry Enterline

Name: Larry Enterline

Title: Chief Executive Officer

The Executive

/s/ Bill Katherman

Name: Bill Katherman

Exhibit 99.1

Fox Factory Holding Corp. Announces Appointment of Jean Hlay to Board of Directors

BRASELTON, Georgia, Feb. 28, 2019 -- Fox Factory Holding Corp. (NASDAQ: FOXF) (“FOX” or the “Company”) today announced the appointment of Jean Hlay as a director on its Board of Directors, effective February 25, 2019.

Larry L. Enterline, FOX’s Chief Executive Officer commented, “We are very pleased to welcome Jean to our Board of Directors with her tremendous depth of executive manufacturing and branded consumer products experience, including mergers and acquisitions. Her strong financial and operational background will provide a distinct and valuable perspective to our Board of Directors as we execute on our growth objectives. We look forward to her future contributions.”

Ms. Hlay has over 25 years of executive and senior leadership experience in the consumer branded products manufacturing and distribution industries. She most recently served for eight years as President and Chief Operating Officer of MTD Products, Inc. (“MTD”), a privately-owned, global manufacturer and distributor of residential and commercial outdoor power equipment with over 7,000 employees and 16 major locations worldwide. She started her tenure at MTD as a member on their Board of Directors in 2002, prior to being appointed to the executive team in 2009, where she continued in both roles until 2018. Previously, she held roles including Chief Financial Officer and Secretary at Crossville Rubber Products, Inc. Ms. Hlay began her career at PwC. She previously served on the Outdoor Power Equipment Board of Directors and she currently serves on the Board of Directors of Pella Corporation. Ms. Hlay holds a bachelor’s degree from Bowling Green University and is a CPA.

About Fox Factory Holding Corp. (NASDAQ: FOXF)

Fox Factory Holding Corp. designs and manufactures performance-defining products primarily for bicycles, on-road and off-road vehicles and trucks, side-by-side vehicles, all-terrain vehicles, snowmobiles, specialty vehicles and applications, and motorcycles. The Company is a direct supplier to leading power vehicle original equipment manufacturers ("OEMs"). Additionally, the Company supplies top bicycle OEMs and their contract manufacturers and provides aftermarket products to retailers and distributors.

Contact

ICR

Katie Turner

646-277-1228

Katie.turner@icrinc.com