Douglas Grimm joins Fox Factory (NASDAQ: FOXF) board and audit panel

Rhea-AI Filing Summary

Fox Factory Holding Corp. expanded its board of directors to nine members and appointed Douglas J. Grimm as a Class I director, effective March 25, 2026. His current term runs until the 2026 annual meeting of stockholders, when he will be nominated for a further term ending at the 2029 annual meeting.

Grimm was appointed under a previously announced Cooperation Agreement with Engine Capital L.P. and certain affiliates. He will serve on the Board’s Audit Committee and Transformation Committee, receiving the same, pro-rated compensation, equity awards, benefits, indemnification, and D&O insurance as other non-employee directors. The company reports no related-party transactions involving him that require disclosure.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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

March 25, 2026

Date of Report (date of earliest event reported)

Fox Factory Holding Corp.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-36040

26-1647258

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300

Duluth, GA 30097

(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))

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 $0.001 per share			FOXF			The NASDAQ Stock Market LLC
						(NASDAQ Global Select Market)

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.

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.

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:

March 26, 2026

By:

/s/ Michael C. Dennison

Michael C. Dennison

Chief Executive Officer

FAQ

What board change did Fox Factory (FOXF) disclose on March 25, 2026?

Fox Factory expanded its board to nine members and appointed Douglas J. Grimm as a Class I director. His term runs until the 2026 annual meeting, and he is expected to be nominated for a further term ending at the 2029 annual meeting.

Who is Douglas J. Grimm in relation to Fox Factory (FOXF)?

Douglas J. Grimm has been appointed as a Class I director of Fox Factory Holding Corp. He joins the board effective March 25, 2026, under a Cooperation Agreement with Engine Capital and will stand for stockholder election at the 2026 annual meeting.

How long will Douglas Grimm initially serve on the Fox Factory (FOXF) board?

Douglas J. Grimm will serve as a director until Fox Factory’s 2026 annual meeting of stockholders. The board plans to nominate him at that meeting for a new term that would extend through the company’s 2029 annual meeting of stockholders.

Which board committees will Douglas Grimm join at Fox Factory (FOXF)?

Douglas J. Grimm will serve on Fox Factory’s Audit Committee and Transformation Committee. These assignments begin with his March 25, 2026 appointment, integrating him immediately into the company’s financial oversight and strategic transformation governance structures alongside existing non-employee directors.

What is the Cooperation Agreement mentioned by Fox Factory (FOXF) in this context?

The Cooperation Agreement is an arrangement dated February 8, 2026 between Fox Factory and Engine Capital L.P. and certain affiliates. Under its terms, the board expanded and appointed Douglas J. Grimm as a director, with a commitment to nominate him at the 2026 annual meeting.

Does Douglas Grimm receive special compensation at Fox Factory (FOXF) compared with other directors?

Douglas J. Grimm will receive the same benefits as other non-employee Fox Factory directors. This includes board compensation, equity-based grants, reimbursement of expenses, indemnification rights, and D&O insurance coverage, with his compensation pro-rated from his March 25, 2026 appointment date.

Are there any related-party transactions involving Douglas Grimm at Fox Factory (FOXF)?

Fox Factory states there are no transactions or relationships involving Douglas J. Grimm requiring disclosure under Item 404(a) of Regulation S-K. The company notes no special arrangements beyond the Cooperation Agreement under which he was selected as a director.

Filing Exhibits & Attachments

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