FOXF Fox Factory Holding Corp - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the previously announced Cooperation Agreement (the “Cooperation Agreement”), dated as of February 8, 2026, by and among Fox Factory Holding Corp. (the “Company”) and Engine Capital L.P. and certain of its affiliates, on March 25, 2026, the board of directors of the Company (the “Board”) increased the size of the Board by one to consist of a total of nine directors and appointed Douglas J. Grimm as a Class I director, effective March 25, 2026, with a term expiring at the Company’s 2026 annual meeting of stockholders. In accordance with the terms of the Cooperation Agreement, the Board will nominate Mr. Grimm for election to the Board at the 2026 annual meeting of stockholders for a term expiring at the Company’s 2029 annual meeting of stockholders.

In connection with Mr. Grimm’s appointment to the Board, he was appointed to serve on the Board’s Audit Committee and Transformation Committee. Other than as set forth in the Cooperation Agreement, there are no arrangements between Mr. Grimm and any other person pursuant to which Mr. Grimm was selected as a director of the Company. At this time, there are no transactions or relationships involving Mr. Grimm that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Grimm will receive the same director benefits for service as a member of the Board on the same basis, and as such may exist from time to time, as other non-employee directors, including, but not limited to (i) compensation for such director’s service as a director and reimbursement for such director’s out-of-pocket expenses, (ii) equity-based compensation grants and other benefits, and (iii) indemnification rights and directors’ and officers’ liability insurance coverage. Mr. Grimm’s benefits and compensation will be pro-rated based on the date of his appointment.

The foregoing reference to the Cooperation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the complete text of the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company with Securities and Exchange Commission on February 9, 2026 (File No. 001-36040), and incorporated herein by reference.