Foxx Development Holdings Inc. 8-K

What Happened

• Foxx Development Holdings Inc. filed an 8-K on January 21, 2026 reporting that Michelle Jie Shen was elected to the company's board of directors effective December 22, 2025 (previously announced December 29, 2025).
• The company and Ms. Shen executed an Offer Letter and an Indemnification Agreement on January 20, 2026. The Offer Letter provides for an annual director fee of $60,000 (subject to Board review and determination). The Indemnification Agreement applies retroactively to Ms. Shen’s appointment date of December 22, 2025.

Key Details

• Election effective date: December 22, 2025 (announced in prior 8-K on December 29, 2025).
• Director compensation: $60,000 annual fee per the Offer Letter dated January 20, 2026 (subject to Board review).
• Indemnification: Agreement dated January 20, 2026 retroactive to December 22, 2025.
• Documents: Offer Letter and Indemnification Agreement are filed as Exhibits 10.1 and 10.2 to the 8-K.

Why It Matters

• This is a board-level governance change (Item 5.02) that adds Michelle Jie Shen as a director and sets her compensation and legal protection terms. Director appointments can affect corporate oversight and strategic direction.
• The indemnification agreement reduces personal financial risk for the director for acts taken in their corporate role; the compensation terms set the board’s near-term cash/comp expense for this seat.
• Investors who follow governance, board composition, or director-related expenses may want to review the attached Offer Letter and Indemnification Agreement for full terms.