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

~~May~~August 97, 2025

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)

(CommissionFile Number)

(IRS EmployerIdentification Number)

(State or other jurisdiction of incorporation)

(CommissionFile Number)

(IRS EmployerIdentification Number)

2055 Sugarloaf Circle, Suite 300

Duluth, GA 30097

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) (Zip Code)

(831) 274-6500

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

N/A

(Former ~~Name~~name, orformer ~~Former~~address ~~Address~~and former fiscal year, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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 52.0702 Results ~~Submission~~ of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

~~The~~On ~~2025 Annual Meeting was held on May 9~~August 7, 2025, atFox ~~1:00~~Factory ~~p.m.,~~Holding ~~Eastern Time~~Corp. A(the ~~total~~“Company”) ofissued ~~41,712,445~~a ~~shares~~press ofrelease containing the Company’s ~~common~~financial ~~stock,~~results ~~were~~for ~~outstanding~~its ~~and~~second ~~entitled~~fiscal toquarter ~~vote~~ended ~~as of March 11~~July 4, 2025~~, the record date for the 2025 Annual Meeting~~. A ~~total~~copy of ~~37,741,081 shares of~~ the Company’s ~~common~~press ~~stock~~release ~~were~~is ~~present~~attached orhereto ~~represented~~as ~~by proxy at the 2025 Annual Meeting, representing approximately 90~~Exhibit 99.~~48% of the shares outstanding and entitled to vote at the 2025 Annual Meeting, thus providing a quorum~~1.

~~Set~~The ~~forth~~information ~~below~~furnished ~~are~~with Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the ~~matters~~Securities ~~acted~~Exchange ~~upon~~Act byof 1934, as amended (the ~~stockholders~~“Exchange ~~and~~Act”), or incorporated by reference in any filing under the ~~number~~Securities Act of ~~votes~~1933, ~~with~~as ~~respect~~amended, toor ~~each~~the ~~proposal~~Exchange Act, except as ~~certified~~shall be expressly set forth by ~~the~~specific ~~inspector~~reference ofin ~~election~~such a filing.

~~Proposal~~Item No9. 1:01 ~~Election~~Financial ofStatements ~~Directors~~and Exhibits.

The Company’s stockholders elected Thomas E. Duncan and Jean H. Hlay to serve on the Company’s Board of Directors as Class III directors, for a three year term, ending at the 2028 Annual Meeting of Stockholders, by the votes indicated below:(d) Exhibits

The following exhibits are furnished herewith:

Director Nominee	For	Withheld	Broker Non-Votes
Exhibit Number		Description
Thomas E. Duncan	31,534,161	1,076,628	5,130,292
99.1		Press Release, dated August 7, 2025.
Jean H. Hlay	32,097,413	513,376	5,130,292
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

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 2025 by the votes indicated below:

For			Against			Abstain
37,554,015			178,319			8,747

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
21,709,089			10,687,175			214,525			5,130,292

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 26, 2025.

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~~August 97, 2025

By:

/s/ Michael C. Dennison

Michael C. Dennison

Chief Executive Officer

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