Lazydays (GORV) stabilizes leadership, signs new indemnification pacts

Rhea-AI Filing Summary

Lazydays Holdings, Inc. (Nasdaq: GORV) filed an 8-K disclosing three corporate-governance actions taken between 7 July and 9 July 2025.

• Indemnification agreements: The company executed new agreements with every board member and its Chief Administrative Officer. These contracts obligate Lazydays to advance expenses and fully indemnify the covered individuals to the maximum extent permitted by Delaware law, supplementing existing charter and by-law protections.
• Board appointment: Alexandre Zyngier (55) was appointed to fill a vacant board seat effective 7 July 2025 and is expected to join the Nominating & Governance Committee. Zyngier is Managing Director of Batuta Capital Advisors and holds multiple current and prior board positions across public and private companies.
• Leadership transition: On 9 July 2025 the board removed the “interim” designation for Ronald K. Fleming, formally naming him Chief Executive Officer. The only change to Fleming’s 14 September 2024 employment agreement is the updated title, as documented in an amendment (Exhibit 10.2).

Exhibits include the form of indemnification agreement (10.1), the CEO employment-agreement amendment (10.2) and a related press release (99.1). No financial metrics, earnings guidance, or transactional details were provided. The filing primarily clarifies governance structure, risk allocation for directors/officers and solidifies executive leadership.

Positive

• Permanent CEO appointment removes interim uncertainty and signals continuity of strategic execution.
• New director Alexandre Zyngier brings restructuring and capital-markets experience that could enhance board oversight.
• Formalized indemnification agreements may improve director recruitment and retention by lowering personal liability exposure.

Negative

• No financial or strategic guidance was provided, limiting insight into operating outlook.
• Expanded indemnification increases potential future cash outflows in litigation scenarios, albeit unlikely and unquantified.

Insights

Corporate Governance Expert

TL;DR: Governance housekeeping—permanent CEO, new director, expanded indemnity; risk-mitigating but financially neutral.

The 8-K tightens board and officer protections and ends CEO uncertainty. Indemnification agreements align with Delaware norms and are standard among Nasdaq issuers, limiting personal liability and encouraging board engagement. Naming Ronald Fleming permanent CEO removes interim status, signalling operational continuity after nine months in the role. Alexandre Zyngier adds restructuring and distressed-asset expertise, potentially valuable for the cyclical RV retail market. However, no capital allocation or strategic road-map changes were announced, so market impact should be modest. Overall, the actions reduce governance risk rather than create immediate shareholder value.

Portfolio Manager

TL;DR: Neutral filing—leadership stability is positive but no earnings or strategic updates to alter valuation.

From a portfolio view, confirming Fleming as CEO prevents leadership overhang, yet investors already assumed he was de-facto chief. Zyngier’s seat slightly strengthens board independence and expertise, but share price drivers—RV demand, margins, inventory—remain unaddressed. Indemnification clauses are customary and have minimal cash-flow implications unless litigation arises. I classify the disclosure as non-impactful to near-term P&L or balance-sheet forecasts.

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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

Date of Report (Date of earliest event reported): July 7, 2025

LAZYDAYS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38424		82-4183498
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4042 Park Oaks Blvd., Suite 350, Tampa, Florida		33610
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (813) 246-4999

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 (see General Instruction A.2. below):

☐	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		GORV		Nasdaq Capital 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 1.01. Entry Into a Material Definitive Agreement.

On July 9, 2025, Lazydays Holdings, Inc. (the “Company”) entered into an indemnification agreement (the “Indemnification Agreements”) with each member of the Company’s board of directors (the “Board”) and the Company’s Chief Administrative Officer. The Indemnification Agreements supplement the indemnification provisions contained in the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws and require the Company to indemnify and advance expenses on behalf of an Indemnified Party to the fullest extent permitted by applicable law. The Indemnification Agreements also establish the procedures by which an Indemnified Party may request and receive indemnification thereunder.

The foregoing description of the Indemnifications Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each Indemnification Agreement, the form of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

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

Appointment of Director to the Board of Directors

On July 7, 2025, the Board appointed Alexandre Zyngier to serve as a director of the Board, effective immediately, to fill a vacancy on the Board.

Mr. Zyngier, age 55, has served as the Managing Director and Founder of Batuta Capital Advisors LLC, a private investment and advisory firm, since 2013. Mr Zyngier has also served on the board of directors of Urgently, Inc., since February 2025, NuRide Inc, since March 2024, Unifin Financiera SAB de CV, a Mexican finance company, since August 2024, Slam Corp, a public special purpose acquisition company, since February 2023, COFINA Puerto Rico, the taxing authority of Puerto Rico, since February 2019, and Atari SA, a video game company, since August 2014. Mr. Zyngier previously served on the board of directors of Arrival SA Industries from September 2023 to June 2024, Schmitt Industries Inc, from November 2021 to December 2023, Torchlight Energy Resources Inc., a public exploration and production company, from June 2016 to June 2021, AudioEye, Inc, a public software company, from September 2015 to July 2020 and certain other private companies. Mr. Zyngier holds an MBA in Finance and Accounting from the University of Chicago and a BS in Chemical Engineering from UNICAMP in Brazil.

Mr. Zyngier is expected to be appointed to serve on the Nominating & Governance Committee of the Board. Mr. Zyngier will receive compensation for service as a director in accordance with the Company’s policy for compensation of non-employee directors, as further described in the Company’s definitive proxy statement for its 2025 annual meeting of stockholders filed with the Securities and Exchange Commission on June 23, 2025. The Company has entered into an Indemnification Agreement with Mr. Zyngier in the same form that the Company has entered into with its other directors and as summarized in Item 1.01 of this Current Report on Form 8-K. The information contained under Item 1.01 with respect to the Indemnification Agreement, to the extent required by Item 5.02 of Form 8-K, is hereby incorporated by reference herein.

There is no arrangement or understanding between Mr. Zyngier and any other person pursuant to which Mr. Zyngier was selected as a director. There are no transactions between the Company and Mr. Zyngier of the kind required to be reported under Item 404(a) of Regulation S-K.

Officer Title Change

On July 9, 2025, the Board approved a change of Ronald K. Fleming’s title from Interim Chief Executive Officer to Chief Executive Officer. In connection with this title change, the Company and Mr. Fleming entered into an amendment (the “Amendment”) to the Employment Agreement, dated September 14, 2024, between the Company and Mr. Fleming (as amended, the “Employment Agreement”), which memorializes the change of Mr. Fleming’s title to Chief Executive Officer. The other terms and conditions of the Employment Agreement remain unchanged.

The foregoing description is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

The Company’s related press release is attached as Exhibit 99.1 to this Current Report on Form 8−K and is incorporated by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Indemnification Agreement.
10.2		Amendment to Employment Agreement, dated July 9, 2025, between Lazydays Holdings, Inc. and Ronald K. Fleming.
99.1		Press Release, dated July 9, 2025.
104		Cover Page Interactive Data File (formatted as inline XBRL).

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.

	LAZYDAYS HOLDINGS, INC.
July 11, 2025	By:	/s/ Ronald K. Fleming
Date		Ronald K. Fleming
		Chief Executive Officer

FAQ

What did Lazydays Holdings (GORV) announce in its July 2025 Form 8-K?

The filing details new indemnification agreements, the appointment of Alexandre Zyngier as director, and the promotion of Ronald K. Fleming to Chief Executive Officer.

Does the 8-K include any financial results for Lazydays Holdings?

No; the document focuses solely on governance matters with no revenue or earnings figures.

Who is the newly appointed director at Lazydays Holdings?

Alexandre Zyngier, Managing Director of Batuta Capital Advisors, joined the board on 7 July 2025 and will serve on the Nominating & Governance Committee.

Is Ronald K. Fleming now the permanent CEO of GORV?

Yes. On 9 July 2025 the board amended his contract to remove the interim designation, making him Chief Executive Officer.

What are the key exhibits attached to the 8-K filing?

Exhibit 10.1—Form of Indemnification Agreement; Exhibit 10.2—Amendment to Fleming’s Employment Agreement; Exhibit 99.1—Related press release.

Will the indemnification agreements affect Lazydays’ financial statements?

They create contingent obligations but have no immediate profit-and-loss impact unless indemnification payments become necessary.