0001857853FALSE12/3100018578532024-06-112024-06-11

 
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
Date of report (Date of earliest event reported): June 11, 2024
 
TRAEGER, INC.
(Exact name of registrant as specified in its charter)  
 
 
 
Delaware 001-40694 82-2739741
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
533 South 400 West,
Salt Lake City, Utah
84101
(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:
 
☐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, $0.0001 par value per shareCOOKThe 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 11, 2024, Traeger, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). The Amendment amends Article VIII of the Certificate of Incorporation to provide for the exculpation of officers of the Company to the extent permitted by the General Corporation Law of the State of Delaware (“DGCL”). A description of the Amendment is included in the section titled “Proposal 3: Approve an Amendment to Our Amended and Restated Certificate of Incorporation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.

On June 12, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective upon filing.

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference

Item 5.07    Submission of Matters to a Vote of Security Holders.

As noted above, the Annual Meeting was held on June 11, 2024. The following are the voting results on proposals considered and voted upon at the Annual Meeting, all of which were described in the Definitive Proxy Statement.

Proposal One – Election of Class III Directors. Each of the following nominees was elected as a Class III director to serve until the Company’s 2027 annual meeting of stockholders and until each such director’s respective successor is duly elected and qualified.

Name of NomineeVotes ForVotes WithheldBroker Non-Votes
Raul Alvarez110,957,3841,879,5518,874,324
James Ho107,020,9705,815,9658,874,324
Wayne Marino109,871,6342,965,3018,874,324

Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
121,438,307217,11455,8380

Proposal Three – Amendment of Amended and Restated Certificate of Incorporation to Provide for the Exculpation of Officers of the Company to the Extent Permitted by the DGCL. As noted above, the Amendment to the Certificate of Incorporation was approved.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
102,189,97410,638,1628,7998,874,324

Item 9.01    Financial Statements and Exhibits.




(d) Exhibits.
Exhibit No.Description
3.1
104Cover 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.

Traeger, Inc.
Date: June 17, 2024
By:
/s/ Courtland Astill
Courtland Astill
General Counsel and Secretary
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRAEGER, INC.
Traeger, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST:    That the Board of Directors of the Corporation duly adopted resolutions recommending and declaring advisable that the Amended and Restated Certificate of Incorporation of the Corporation be amended and that such amendment be submitted to the stockholders of the Corporation for their consideration, as follows:
RESOLVED, that the Amended and Restated Certificate of Incorporation be amended by amending and restating Article VIII of the Amended and Restated Certificate of Incorporation in its entirety to read as follows:
“No director or officer of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article VIII, or the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VIII, shall not adversely affect any right or protection of a director or officer of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.”
SECOND:    That, at an annual meeting of stockholders of the Corporation, the aforesaid amendment was duly adopted by the stockholders of the Corporation.
THIRD:    That, the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 12th day of June, 2024.

TRAEGER, INC.

By:/s/ Jeremy Andrus
Name: Jeremy Andrus
Title:Chief Executive Officer and Chairman of the Board