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
May 2, 2019
Date of Report (date of earliest event reported)
 
 

FOXLOGA13.GIF
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. ¨
 






Section 5    Corporate Governance and Management
Item 5.07
Submission of Matters to a Vote of Security Holders.
The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Fox Factory Holding Corp. (the “Company”) was held on May 2, 2019, at 1:00 p.m., Pacific Time. A total of 38,034,139 shares of the Company's common stock were outstanding and entitled to vote as of March 5, 2019, the record date for the Annual Meeting. A total of 35,416,145 shares of the Company's common stock were present or represented by proxy at the Annual Meeting, representing approximately 93.11% of the shares outstanding and entitled to vote at the Annual Meeting, thus providing a quorum.
Set forth below are the matters acted upon by the stockholders and the number of votes with respect to each proposal, as certified by the inspector of elections.

Proposal No. 1: Election of Directors
The Company’s stockholders elected Larry L. Enterline, Ted Duncan and Jean Hlay to serve on the Company’s Board of Directors as Class III directors, for a three year term, ending at the 2022 Annual Meeting of Stockholders, by the votes indicated below:
Director Nominee
For
Withheld
Broker Non-Votes
Larry L. Enterline
34,571,125
80,636
764,383
Tom Duncan
34,436,162
215,600
764,383
Jean Hlay
34,591,395
60,367
764,383

Proposal No. 2: Ratification of Appointment of Independent Public Accountants
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent public accountants for fiscal year 2019 by the votes indicated below:
For
Against
Abstain
Broker Non-Votes
35,250,536
159,432
6,177

Proposal No. 3: Advisory Vote on the Company’s Executive Compensation
The Company’s stockholders approved, on an advisory basis, the resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement by the votes indicated below:
For
Against
Abstain
Broker Non-Votes
34,234,134
410,605
7,023
764,383

Proposal No. 4: Approval of Performance Goals
The Company’s stockholders approved the Company’s performance goals under the Fox Factory Holding Corp. 2013 Omnibus Plan, as amended, for purposes of complying with the requirements of Internal Revenue Code Section 162(m) by the votes indicated below:
For
Against
Abstain
Broker Non-Votes
34,218,304
427,281
6,177
764,383

For more information regarding Proposals 1, 2, 3, and 4, please refer to the Company’s definitive proxy statement, as filed with the Securities and Exchange Commission on March 19, 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:
May 6, 2019
 
By:
/s/ ZVI GLASMAN
 
 
 
 
 
 
 
 
 
Zvi Glasman
 
 
 
 
Chief Financial Officer and Treasurer


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