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

Date of Report (Date of earliest event reported): May 19, 2020

YETI Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware

001-38713

45-5297111
(State or other jurisdiction

(Commission

(IRS Employer
of incorporation)

File Number)

Identification No.)

7601 Southwest Parkway
Austin, Texas 78735
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code): (512) 394-9384
Not applicable
(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 (see General Instruction A.2. below):

☐ 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))
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 $0.01 YETI New York Stock Exchange
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.

Effective as of May 19, 2020, Jeffrey A. Lipsitz resigned from his position as a Class III director on the Board of Directors (the “Board”) of YETI Holdings, Inc. (“YETI”). Mr. Lipsitz’s decision to resign as a director of YETI was not due to any disagreements with YETI on any matter relating to YETI’s operations, policies or practices.

Effective as of May 26, 2020, the Board appointed Tracey D. Brown as a Class III director to fill the vacancy created by Mr. Lipsitz’s resignation. Ms. Brown will serve for an initial term ending at YETI’s 2021 Annual Meeting of Stockholders and until her successor is duly elected and qualified. The Board also determined that Ms. Brown is an independent director under applicable listing rules under The New York Stock Exchange and appointed Ms. Brown to the Nominating and Governance Committee of the Board, having determined that she satisfies all applicable requirements to serve on such committee.

Ms. Brown is not a party to any arrangement or understanding with any person pursuant to which she was appointed as a director, nor is she a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving YETI or any of its subsidiaries.

For her service on the Board as a non-employee director, Ms. Brown will receive compensation in the same manner as YETI’s other non-employee directors, including a pro-rated automatic initial restricted stock unit grant, in accordance with the YETI Non-Employee Director Compensation Policy, which was filed as Exhibit 10.20 to YETI’s Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission on September 27, 2018 (as amended, the “Registration Statement”).

YETI will enter into an indemnification agreement with Ms. Brown in substantially the same form as the Form of Director and Officer Indemnification Agreement, which was filed as Exhibit 10.21 to the Registration Statement.
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Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 20, 2020, YETI held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on the record date of March 25, 2020, there were 86,894,318 shares of YETI’s common stock outstanding and entitled to vote at the Annual Meeting.

At the Annual Meeting, the following proposals were submitted to a vote of YETI’s stockholders, with the final voting results indicated below:

Proposal 1 — Election of Three Class II Directors. YETI’s stockholders elected the following three directors to serve as Class II directors for a term of three years ending at the 2023 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

For Withheld Broker Non-Votes
Mary Lou Kelley 57,135,104 15,447,048 9,154,455
Dustan E. McCoy 57,929,701 14,652,451 9,154,455
Robert K. Shearer 57,133,377 15,448,775 9,154,455


Proposal 2 — Recommendation, on an advisory basis, on the frequency of future non-binding advisory votes on the compensation of our named executive officers. YETI’s stockholders have recommended, on an advisory basis, to hold future non-binding advisory votes on the compensation of our named executive officers every year. Based on the results of the advisory vote on the frequency of the advisory vote on executive compensation, the Board has determined that YETI will hold its advisory vote on the compensation of our named executive officers every year until the next advisory vote on the frequency of the advisory vote on executive compensation.

1 Year 2 Years 3 Years Abstained
72,304,552 26,536 123,691 127,373


Proposal 3 — Ratification of the Appointment of Grant Thornton LLP as YETI’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 2, 2021. YETI’s stockholders ratified the appointment of Grant Thornton LLP as its independent registered public accounting firm for the fiscal year ending January 2, 2021.

For Against Abstained
81,581,210
36,447 118,950

There were no broker non-votes with respect to Proposal 3.

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing Mr. Lipsitz’s retirement from, and Ms. Brown’s appointment to, the Board is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information in this report shall not be 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.
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(d) Exhibits.

Exhibit
No. Description
99.1
4

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.


YETI Holdings, Inc. 


Date: May 26, 2020 By: /s/   Bryan C. Barksdale
 

Bryan C. Barksdale
    Senior Vice President, General Counsel and Secretary


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Exhibit 99.1
YETILOGOIMAGE1.JPG

YETI Appoints Tracey D. Brown to Board of Directors

Austin, Texas, May 26, 2020 – YETI Holdings, Inc. (“YETI”) (NYSE: YETI) today announced its Board of Directors has appointed Tracey D. Brown, Chief Executive Officer of the American Diabetes Association, as an independent director, effective immediately. As of today’s date, YETI’s board consists of nine members with significant public company experience with brand building, eCommerce, retail, consumer products, financial management, and product development.

“Tracey has succeeded in aligning purpose and passion with her career, achieving tremendous success while engaging and educating a wide variety of consumers in the process,” said David Schnadig, Chair of the Board of Directors. “Her strategic mindset and experience across a variety of business sectors are a welcome addition to the YETI Board of Directors.”

Ms. Brown currently serves as the Chief Executive Officer of the American Diabetes Association (ADA), the nation’s largest voluntary health organization and a global authority on diabetes. Ms. Brown joined the ADA in June 2018 after serving as Senior Vice President of Operations and Chief Experience Officer of Sam's Club, a division of Walmart, Inc. There, she was responsible for creating meaningful member experiences, directing member strategy, marketing and branding, go-to-market execution, data and analytics and membership operations.

Prior to her time at Sam’s Club, Ms. Brown served as Chief Executive Officer and managing director of RAPP Dallas, a data-driven integrated marketing agency. Before RAPP, she was Chief Operating Officer for direct marketing agency Direct Impact, where she coordinated strategic, tactical and overall company operations. Previously, Ms. Brown was director of worldwide consumer marketing for Advanced Micro Devices, where she drove global marketing and demand generation activity around the world, including China, India, Russia, France, Spain, Italy and Japan. Earlier in her career, Ms. Brown served in leadership positions at American Express, Proctor & Gamble and Exxon Mobil.

Since February 2019, Ms. Brown has served on the board of directors for WW International, Inc., formerly known as Weight Watchers International, Inc., a global wellness company and the world's leading commercial weight management program. Ms. Brown previously served on the ADA’s National Board of Directors before transitioning to her role as CEO. Ms. Brown received a Bachelor of Chemical Engineering from the University of Delaware and a Master of Business Administration from Columbia Business School in New York.

“Tracey’s vast experience leveraging insights to deepen connections to consumers and create customer loyalty has resulted in an impressive career spanning a range of global brands and corporations,” said Matt Reintjes, President and CEO at YETI. “I’ve had the honor of knowing Tracey professionally for over 20 years and I’m confident her many talents will contribute to YETI’s growth story.”

Ms. Brown will fill a vacancy on YETI’s Board of Directors created upon the resignation of Jeffrey A. Lipsitz, effective as of May 19, 2020. “We appreciate Jeff’s service to YETI as we embarked on our transformation as a public company, and we wish him all the best as he returns his full business time and attention to management of Cortec and a number of its portfolio companies,” said Matt Reintjes.

About YETI Holdings, Inc.
Headquartered in Austin, Texas, YETI is a global designer, retailer, and distributor of innovative outdoor products. From coolers and drinkware to backpacks and bags, YETI products are built to meet the unique and varying needs of diverse outdoor pursuits, whether in the remote wilderness, at the beach, or anywhere life takes our customers. By consistently delivering high-performing, exceptional products, we have built a strong following of brand loyalists throughout the world, ranging from serious outdoor enthusiasts to individuals who simply value products of uncompromising quality and design. We have an unwavering commitment to outdoor and recreation communities, and we are relentless in our pursuit of building superior products for people to confidently enjoy life outdoors and beyond. For more information, please visit www.YETI.com.




Investor Relations Contact:
Tom Shaw, 512-271-6332
Investor.relations@yeti.com

Media Contact:
YETI Holdings, Inc. Media Hotline
Media@yeti.com

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