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): ~~December~~January 3128, ~~2024~~2025

VOXX INTERNATIONAL CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Delaware	0-28839	13-1964841
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2351 J. Lawson Boulevard
Orlando, Florida		32824
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (800) 645-7750

   

(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
Class A Common Stock $.01 par value	VOXX	The Nasdaq Stock Market LLC

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 53.0201 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On ~~December~~January 3128, ~~2024~~2025, VOXX International Corporation (“the "Company”") ~~entered~~received ~~into~~a ~~amendments~~letter to(the ~~its~~"Letter") ~~employment~~from ~~agreements~~the ~~with~~Nasdaq ~~each~~Listing ofQualifications ~~Mr.~~Department ~~Patrick~~of M.the ~~Lavelle,~~Nasdaq ~~CEO/President,~~Stock ~~Ms.~~Market ~~Loriann~~("Nasdaq") ~~Shelton,~~notifying ~~Senior~~the ~~V.P.,~~Company ~~CFO~~that ~~and~~it ~~COO~~is ~~and~~not ~~Charles~~in M.compliance ~~Stoehr,~~with ~~Sr.~~periodic ~~V.P./Treasurer. The~~requirements ~~following~~for ~~description~~continued oflisting ~~each~~set offorth in the ~~amendments~~Nasdaq toListing Rule 5250(c)(1) (the ~~employment~~"Listing ~~agreements~~Rule") ~~does~~because ~~not~~the ~~purport~~Company's toQuarterly beReport aon ~~complete~~Form ~~statement~~10Q offor the ~~parties’~~period ~~rights~~ended ~~and~~November ~~obligations~~30, ~~under~~2024 (the ~~respective~~"Report") ~~amendments~~was ~~and~~not isfiled ~~qualified~~with inthe ~~its~~Securities ~~entirety~~and byExchange ~~reference~~Commission to(the "SEC") by the ~~amendments~~required ~~which~~extended ~~will~~due bedate ~~filed~~of asJanuary ~~exhibits~~15, to2025. ~~the~~This ~~Company’s~~Letter ~~Form~~received ~~10-Q~~from ~~for~~Nasdaq has no immediate effect on the ~~quarter~~listing ~~ended~~or ~~November~~trading ~~30,~~of ~~2024~~the Company's shares.

~~(i) Mr.~~The ~~Lavelle~~Letter ~~has~~states ~~entered~~that ~~into~~the aCompany ~~Fifth~~has ~~Amendment~~60 ~~dated~~calendar ~~December 31~~days, ~~2024~~or toby ~~his~~March ~~employment agreement dated July 8~~29, ~~2019~~2025, asto ~~previously~~submit ~~amended, rescinding certain portions of the Fourth Amendment~~ to ~~his~~Nasdaq ~~employment~~its ~~agreement~~plan ~~dated November 11, 2024 and amending and restating other portions~~ to ~~explicitly~~regain ~~comply~~compliance with ~~Section 409A of~~ the ~~Internal~~Listing ~~Revenue Code of 1986, as amended (the "IRC")~~Rule. ~~Upon~~ ~~Mr.~~Pursuant ~~Lavelle’s~~to ~~termination without Cause or his resignation for Good Reason, (which includes resignation one hundred eighty (180) days following~~ the ~~completion of a Change of Control Event)~~Letter, ~~Mr.~~if ~~Lavelle~~Nasdaq ~~will~~accepts ~~receive a severance payment of $2,000,000, payable monthly over two years from his separation of employment. If Mr. Lavelle's employment terminates as a result of~~ the ~~expiration of the term of his employment agreement on February 28~~plan, ~~2026,~~Nasdaq ~~Mr.~~can ~~Lavelle~~grant ~~shall~~an ~~receive~~exception ~~severance in the amount~~ of ~~$1,000,000~~up ~~which~~to ~~shall~~180 becalendar ~~paid~~days ~~in equal installments on a monthly basis during the two-year period~~ from ~~his separation of employment. In addition, in~~ the ~~event of Mr. Lavelle~~Report’s ~~termination~~due ~~of employment by reason of Disability or death~~date, he or ~~his~~until ~~heirs,~~July ~~as applicable~~27, ~~shall receive a severance payment of $2~~2025,~~000,000,~~ ~~paid~~to inregain equal monthly installments over the two-year period commencing from the termination date in the event of termination by reason of Disability or in a lump sum in the event of termination by reason of deathcompliance. ~~Mr.~~ ~~Lavelle’s~~If ~~employment~~Nasdaq ~~agreement~~does ~~was~~not ~~also~~accept ~~amended to provide that payments of nonqualified deferred compensation (for purposes of Section 409A of~~ the ~~IRC)~~plan, ~~which are conditioned on Mr. Lavelle’s execution of a release under~~ the ~~severance~~Company ~~provisions of his employment agreement~~ will ~~commence~~have on the ~~sixtieth~~opportunity ~~(60th) day after termination, with the first payment including all arrears of severance up~~ to ~~such~~appeal ~~date,~~that ~~provided~~decision ~~the release is executed and becomes effective prior~~ to ~~the~~a ~~sixtieth~~Nasdaq ~~(60th)~~Hearings ~~day after termination~~Panel.

~~(ii) Ms.~~The ~~Shelton~~Company ~~has~~is ~~entered~~diligently ~~into~~working ~~a Sixth Amendment dated December 31, 2024~~ to ~~her~~complete ~~employment~~its ~~agreement dated July 8~~Report, ~~2019,~~and ~~as previously amended, rescinding certain portions of~~ the ~~Fifth~~Company ~~Amendment~~expects to ~~her~~complete ~~employment agreement dated November 11, 2024~~ and ~~amending~~file ~~and~~its ~~restating~~Report ~~other portions to explicitly comply~~ with ~~Section 409A of~~ the ~~IRC.~~SEC ~~The Sixth Amendment amends and restates Ms. Shelton’s entitlement~~ to anregain ~~Extraordinary~~compliance ~~Bonus~~with ~~of $300,000 in~~ the ~~event~~Listing ~~that~~Rule ~~there~~prior ~~is no Change of Control Event pending or consummated by removing the implementation of the ERP system as a payment event for the Extraordinary Bonus. In addition, Ms. Shelton’s entitlement~~ to ~~a Change in Control Event Closing Bonus of $550,000, payable in a lump sum, is explicitly conditioned on her remaining employed through~~ the closing of the Change of Control Event. Additionally, the payment of Ms. Shelton’s $550,000 severance due to a termination without Cause or by Ms. Shelton for Good Reason (which includes resignation following the completion of a Change of Control Event) reverts back to twelve (12) consecutive monthly payments commencing from the date of termination. If Ms. Shelton's employment terminates as a result of the expiration of the ~~term~~60 ofday ~~her employment agreement on February 28, 2026, Ms. Shelton shall receive severance in the amount of $550,000 which shall be paid in equal installment on a monthly basis during the one-year~~ period ~~from her date of termination~~. Ms. Shelton’s employment agreement was also amended to provide that payments of nonqualified deferred compensation (for purposes of Section 409A of the IRC) which are conditioned on Ms. Shelton’s execution of a release under the severance provisions of her employment agreement will commence on the sixtieth (60th) day after termination, with the first payment including all arrears of severance up to such date, provided the release is executed and becomes effective prior to the sixtieth (60th) day after termination.

~~(iii) Mr.~~Item Stoehr has entered into a Fourth Amendment dated December 31, 2024 to his employment agreement dated July 8, 2019, as previously amended, amending and restating portions of his employment agreement to explicitly comply with Section 409A of the IRC7.01 ~~Mr.~~Regulation ~~Stoehr’s Fourth Amendment provides that payments of~~ FD.

~~nonqualified~~On ~~deferred~~January ~~compensation~~31, ~~(for~~2025, ~~purposes of Section 409A of~~ the ~~IRC)~~Company ~~which~~issued ~~are conditioned on Mr. Stoehr’s execution of~~ a press release ~~under~~in ~~the~~accordance ~~severance~~with ~~provisions~~Nasdaq ofListing ~~his~~Rule ~~employment~~5810(b) ~~agreement~~announcing ~~will~~that ~~commence on~~ the ~~sixtieth~~Company ~~(60th)~~had ~~day~~received ~~after termination, with~~ the ~~first~~Letter. ~~payment~~A ~~including~~copy ~~all arrears~~ of ~~severance up to such date, provided~~ the press release is ~~executed~~annexed ~~and~~hereto ~~becomes~~as ~~effective~~Exhibit ~~prior to the sixtieth (60th) day after termination~~99.1.

AThe ~~copy~~information furnished under Item 7.01, including Exhibit 99.1, shall not be deemed to be filed for the purposes of ~~each~~Section 18 of the ~~Amendments~~Securities ~~will~~Exchange beAct ~~attached~~of 1934, as anamended, ~~Exhibit~~and towill ~~the~~not ~~Company’s~~be ~~Form~~incorporated ~~10-Q~~by ~~for~~reference into any registration statement filed under the Securities ~~fiscal~~Act ~~quarter~~of ~~ending~~1933, ~~November~~as 30amended, ~~2024~~unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
99.1		Press Release of VOXX International Corporation dated January 31, 2025 (filed herewith).
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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~~thereunto duly authorized.

			VOXX INTERNATIONAL CORPORATION(Registrant)
Date:	January 731, 2025	By:	/s/ Loriann Shelton
			Loriann SheltonSenior Vice PresidentChief Financial Officer andChief Operating Officer
			Loriann SheltonSenior Vice PresidentChief Financial OfficerChief Operating Officer

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