Fox Factory (FOXF) investors back directors, auditors and pay at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Fox Factory Holding Corp. reported the results of its 2026 Annual Meeting of Stockholders held on May 8, 2026. A total of 41,932,594 common shares were outstanding and entitled to vote as of the March 10, 2026 record date, and 38,903,979 shares were present or represented by proxy, representing approximately 92.78% of eligible shares.
Stockholders elected Elizabeth A. Fetter and Douglas J. Grimm as Class I directors to serve terms ending at the 2029 Annual Meeting. Fetter received 27,438,006 votes for and 3,868,213 withheld, while Grimm received 31,163,229 votes for and 142,990 withheld, with 7,597,760 broker non-votes for each nominee.
Stockholders also ratified the appointment of Grant Thornton LLP as independent public accountants for fiscal year 2026 with 38,844,313 votes for, 52,446 against, and 7,220 abstentions. In addition, an advisory resolution approving executive compensation received 27,616,480 votes for, 3,675,322 against, 14,417 abstentions, and 7,597,760 broker non-votes.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares outstanding entitled to vote: 41,932,594 shares
Shares present or by proxy: 38,903,979 shares
Turnout percentage: 92.78%
+4 more
7 metrics
Shares outstanding entitled to vote
41,932,594 shares
Common stock outstanding and entitled to vote as of March 10, 2026 record date
Shares present or by proxy
38,903,979 shares
Common shares represented at 2026 Annual Meeting; about 92.78% of eligible shares
Turnout percentage
92.78%
Portion of outstanding and entitled shares represented at the 2026 Annual Meeting
Votes for Elizabeth A. Fetter
27,438,006 votes
For votes in Class I director election at 2026 Annual Meeting
Votes for Douglas J. Grimm
31,163,229 votes
For votes in Class I director election at 2026 Annual Meeting
Auditor ratification for votes
38,844,313 votes
Votes in favor of ratifying Grant Thornton LLP for fiscal year 2026
Say-on-pay for votes
27,616,480 votes
Votes in favor of advisory approval of executive compensation
Key Terms
broker non-votes, record date, independent public accountants, advisory basis, +1 more
5 terms
broker non-votes financial
"Director Nominee | For | Withheld | Broker Non-Votes Elizabeth A. Fetter | 27,438,006 | 3,868,213 | 7,597,760"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
record date financial
"were outstanding and entitled to vote as of March 10, 2026, the record date for the 2026 Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
independent public accountants financial
"ratified the appointment of Grant Thornton LLP as the Company’s independent public accountants for fiscal year 2026"
advisory basis financial
"stockholders approved, on an advisory basis, the resolution approving the compensation"
named executive officers financial
"approving the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
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)
(Exact name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(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 | ||||||
| (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 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting was held on May 8, 2026, at 1:00 p.m., Eastern Time. A total of 41,932,594 shares of the Company’s common stock, were outstanding and entitled to vote as of March 10, 2026, the record date for the 2026 Annual Meeting. A total of 38,903,979 shares of the Company’s common stock were present or represented by proxy at the 2026 Annual Meeting, representing approximately 92.78% of the shares outstanding and entitled to vote at the 2026 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 election.
Proposal No. 1: Election of Directors
The Company’s stockholders elected Elizabeth A. Fetter and Douglas J. Grimm to serve on the Company’s Board of Directors as Class I directors, for a three year term, ending at the 2029 Annual Meeting of Stockholders, by the votes indicated below:
| Director Nominee | For | Withheld | Broker Non-Votes | ||||||||
Elizabeth A. Fetter | 27,438,006 | 3,868,213 | 7,597,760 | ||||||||
| Douglas J. Grimm | 31,163,229 | 142,990 | 7,597,760 | ||||||||
Proposal 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 2026 by the votes indicated below:
| For | Against | Abstain | ||||||
| 38,844,313 | 52,446 | 7,220 | ||||||
Proposal 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 | ||||||||
| 27,616,480 | 3,675,322 | 14,417 | 7,597,760 | ||||||||
For more information regarding Proposals 1, 2, and 3, please refer to the Company’s definitive proxy statement, as filed with the Securities and Exchange Commission on March 25, 2026.
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 11, 2026 | By: | /s/ Michael C. Dennison | |||||||||||
| Michael C. Dennison | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
FAQ
Which directors were elected at Fox Factory (FOXF)'s 2026 annual meeting?
Stockholders elected Elizabeth A. Fetter and Douglas J. Grimm as Class I directors for terms ending at the 2029 Annual Meeting. Fetter received 27,438,006 votes for, while Grimm received 31,163,229 votes for, with broker non-votes recorded for each nominee.
Was Fox Factory (FOXF) executive compensation approved in the 2026 advisory vote?
Yes. The advisory resolution on executive compensation received 27,616,480 votes for, 3,675,322 against, and 14,417 abstentions, with 7,597,760 broker non-votes. This indicates stockholder approval of the compensation of named executive officers as disclosed in the definitive proxy statement.
What board class do the newly elected Fox Factory (FOXF) directors belong to?
Elizabeth A. Fetter and Douglas J. Grimm were elected as Class I directors. Their terms run for three years, ending at the 2029 Annual Meeting of Stockholders, consistent with the company’s classified board structure described in the meeting results.