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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
August 8, 2022
Date of Report (date of earliest event reported)
Fox Factory Holding Corp.
(Exact name of Registrant as Specified in its Charter)
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| Delaware | | 001-36040 | | 26-1647258 |
| (State or Other Jurisdiction of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification Number) |
2055 Sugarloaf Circle, Suite 300
Duluth, GA 30097
(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:
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| ☐ | 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)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.001 per share | FOXF | The 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 ☐
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.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
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| Exhibit Number | Description |
| 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.
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| | | | Fox Factory Holding Corp. |
| Date: | August 8, 2022 | | By: | /s/ Michael C. Dennison |
| | | | |
| | | | Michael C. Dennison |
| | | | Chief Executive Officer |
Exhibit 10.1
FOX FACTORY, INC.
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT
(Richard T. Winters)
This SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), entered into as of August 5, 2022 (the “Effective Date”), by and between Fox Factory, Inc., a California corporation (the “Company”) and Richard T. Winters, an individual (“Executive”), amends Executive’s Employment Agreement with the Company originally entered into as of June 29, 2019, and subsequently amended by an amendment effective as of August 5, 2020 (the “Amended Employment Agreement”). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Amended Employment Agreement.
RECITALS
WHEREAS, Executive and the Company hereto desire to amend certain provisions of the Amended Employment 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:
1.Section 1 of the Amended Employment Agreement is hereby amended and restated in its entirety to read:
“Employment. The Company shall employ Executive upon the terms and conditions set forth in this Amendment for the period beginning on the date hereof and ending as provided in paragraph 4 hereof. Executive shall no longer serve in any capacity or hold a position with the Company’s parent or a Subsidiary of the Company. For purposes of clarity and avoidance of doubt, Executive shall no longer serve in any capacity or hold a position with any of the following entitles: Fox Factory Holding Corp.; ST USA Holding Corp.; RT Acquisition Corp.; FF US Holding Corp.; FF US Acquisition Corp.; SCA Performance Holdings, Inc.; SCA Performance Inc.; Rocky Ridge Trucks, Inc.; Rocky Mountain Truckworks, Inc.; and Shock Therapy Suspension, Inc. The employment relationship between Executive and the Company shall at all times be “at-will.” This means that the employment relationship is at the “will” of Executive and the Company and either Executive or the Company may elect to terminate the employment relationship at any time, for no particular reason or cause, upon notice to the other (including, if applicable, any notice required by Section 4(a)(v) or (vi), without further obligation to one another except as provided herein.”
2.Section 2(a) of the Amended Employment Agreement is hereby amended and restated in its entirety to read:
“(a) Executive shall serve as Senior Executive Advisor of the Company, in such capacity as is determined, from time to time, by the Company’s Chief Executive Officer (the “CEO”).”
3.Section 3(a) of the Amended Employment Agreement is hereby amended and restated in its entirety to read:
“(a) Base Salary. Executive’s base salary shall be $225,000 per annum, paid in accordance with the Company’s customary payroll practices.”
4.Section 3(b) of the Amended Employment Agreement is hereby deleted in its entirety, and Sections 3(c), (d), (e) and (f) shall be redesignated as Sections 3(b) through (e), respectively. For the avoidance of doubt, Executive shall not be eligible to receive any future performance bonus, including in respect of the 2022 fiscal year.
5.Section 3(g) of the Amended Employment Agreement shall be redesignated as Section 3(f), and shall be amended and restated in its entirety to read:
“(f) Equity. Executive shall not be eligible to receive any future awards of restricted stock or any other equity awards. For purposes of clarity and avoidance of doubt, any equity awards previously granted to Executive that are still outstanding shall continue to be in effect subject to the terms and conditions set forth in the award agreements and to the terms and conditions of the plan or plans under which such equity awards were granted, without change.”
6.Section 4(b) of the Amended Employment Agreement is hereby amended and restated to read:
“(b) Consequences of Termination. Executive shall not be entitled to any compensation following Executive’s termination of employment except to the extent required by law; provided, however, that in the event Executive’s employment is terminated by the Company other than for Cause prior to the end of the Term, Executive shall be entitled to be paid Executive’s Base Salary through the end of the Term. For purposes of clarity and avoidance of doubt, Executive’s resignation for Good Reason shall be treated in the same manner as a resignation that is not for Good Reason, and termination of Executive’s employment by reason of Executive’s death or Disability shall not be treated as a termination by the Company other than for Cause. For these purposes, “Term” means the period ending on August 4, 2023, in which case continuation of Executive’s Base Salary shall only be payable if Executive executes a Release and does not, thereafter, revoke such Release during any applicable revocation period.”
7.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.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the date first above written.
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| FOX FACTORY, INC. | | EXECUTIVE |
| By: | /s/ Dale A. Silvia | | /s/ Richard T. Winters |
| Dale A. Silvia | | Richard T. Winters |
| Its: Chief HR Officer | | |
