0001857853FALSE00018578532022-08-312022-08-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 31, 2022
TRAEGER, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-40694 | | 82-2739741 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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1215 E Wilmington Ave., Suite 200 | | | | |
Salt Lake City, Utah | | | | 84106 |
(Address of principal executive offices) | | | | (Zip Code) |
(801) 701-7180
(Registrant’s telephone number, include 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | COOK | The 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.
On August 31, 2022, the Board of Directors (the “Board”) of Traeger, Inc. (the “Company”) approved a letter agreement between the Company and Jeremy Andrus, the Company’s Chief Executive Officer (the “Letter Agreement”) intended to facilitate a personal tax planning initiative.
The Letter Agreement provides for the accelerated vesting of 2,027,456 unvested time-based restricted stock units (the “RSUs”) and 518,864 earned but unvested performance-based restricted stock units (the “PSUs”) held by Mr. Andrus, and requires Mr. Andrus to pay the withholding tax associated with the acceleration of the awards by cash or check, rather than by selling vested shares to cover the tax obligation.
In addition, the Letter Agreement imposes certain clawback rights intended to maintain the retention incentives of the RSUs and PSUs by mirroring their former vesting schedule. If Mr. Andrus experiences a termination of service, other than due to a qualifying termination (as defined in the award agreements), prior to an original vesting date of an RSU or PSU, Mr. Andrus will forfeit and return to the Company that number of shares of the Company’s common stock that would not otherwise have vested pursuant to the terms of the original award agreements or, if he has disposed of or transferred such shares, he will deliver to the Company the corresponding value of those shares plus any gain realized in connection with such sale or other transfer.
Except as described above, the terms of the original award agreements remain in full force and effect. The RSUs and PSUs remain subject to the restrictions on transferability set forth in the original award agreements, including the post-vesting transfer restrictions set forth therein.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
| 10.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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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| Traeger, Inc. |
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Date: September 2, 2022 | By: | /s/ Dominic Blosil |
| | Dominic Blosil |
| | Chief Financial Officer |
August 31, 2022
Re: Clawback re: Accelerated Vesting of Time-Based and Performance-Based RSUs
Dear Jeremy:
Reference is made to that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement, dated as of August 2, 2021, by and between you and Traeger, Inc. (the “Company” and, such agreement, the “Time-Vesting Agreement”) and that certain Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement, dated as of August 2, 2021, by and between you and the Company (the “Performance-Vesting Agreement” and, together with the Time-Vesting Agreement, the “Award Agreements”). Capitalized but undefined terms used herein have the meanings set forth in the applicable Award Agreement.
As you know, the Company has decided to accelerate the vesting of 2,075,455 RSUs (as defined in the Time-Vesting Agreement) and 518,864 Earned PSUs (as defined in the Performance-Vesting Agreement), effective August 31, 2022 (the “Acceleration Date”).
You and the Company acknowledge and agree that (1) payment of applicable withholding tax obligations with respect to the accelerated vesting of the RSUs and Earned PSUs shall be timely made by you by cash or check, (2) if you experience a termination of Service for any reason prior to the originally scheduled vesting date of the applicable RSU or Earned PSU, you will forfeit and return to the Company on such termination date, without payment, a number of shares of the Company’s common stock subject to the RSUs or Earned PSUs, as applicable, that would not otherwise have vested (i.e., because your Service terminated before the applicable vesting date) and (3) the shares underlying the RSUs and Earned PSUs shall remain subject to the Post-Vesting Transfer Restrictions set forth in Section 4.4 of the applicable Award Agreement (and references therein to the applicable Vesting Date shall refer to the originally scheduled vesting date of the applicable RSU or Earned PSU, and not the Acceleration Date). If you sell or otherwise dispose of or transfer shares underlying such RSUs or Earned PSUs, as applicable, prior to the applicable original Vesting Date and in accordance with Section 4.4 of the applicable Award Agreement, then, in lieu of the forfeiture set forth in clause (2) of the preceding sentence, you agree and acknowledge that you shall pay to the Company an amount equal to the value of the share on the settlement date of any RSU or Earned PSU that would have otherwise been forfeited pursuant to the preceding sentence plus any gain that you realize in connection with such sale or other disposition or transfer.
Notwithstanding the generality of the foregoing, the treatment described in the preceding paragraph shall not apply to any RSUs or Earned PSUs (and the underlying shares of the Company’s common stock) to the extent the vesting of such RSUs or Earned PSUs would accelerate in connection with (1) a Qualifying Termination or (2) a Change in Control, in either case, pursuant to the Award Agreements and the Plan.
This letter may be delivered electronically and may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. This letter shall be governed by and construed and enforced in accordance with Delaware law without regard to the conflict of laws provisions thereof.
Please indicate your acceptance and acknowledgement of, and agreement to, the foregoing by signing below.
Sincerely,
TRAEGER, INC.
By: __/s/ Dominic Blosil ___________
Name: Dominic Blosil
Title: Chief Financial Officer
Agreed and Acknowledged:
_/s/ Jeremy Andrus____________
Name: Jeremy Andrus
Title: Chief Executive Officer
