FOX FACTORY HOLDING CORP 8-K

What Happened

• On February 8, 2026 Fox Factory Holding Corp. announced a cooperation agreement with Engine Capital L.P. Under the agreement the company will appoint Alan L. Bazaar to the Board as a Class II director (within ten business days) and will appoint an additional independent director with executive-level manufacturing experience as a Class I director (to be listed in the 2026 proxy). The company also created a Transformation Committee to oversee profitability, cost-cutting and margin-improvement initiatives and will retain a nationally recognized consulting firm to assist management.

Key Details

• Agreement date: February 8, 2026; press release dated February 9, 2026.
• Board appointments: Alan L. Bazaar appointed as Class II director (term through the 2027 annual meeting); an Additional Independent Director (identified by Engine Capital and Board-approved) to be appointed as Class I director (initial term through the 2026 annual meeting) and nominated for election at the 2026 annual meeting for a term through 2029.
• Board departures: Dudley W. Mendenhall will not stand for re-election at the 2026 annual meeting; Ted D. Waitman will resign effective no later than the 2026 annual meeting (filing states neither departure is due to any disagreement with the company).
• Governance & committees: Transformation Committee to include Bazaar, the Additional Independent Director, two other directors, with Sidney Johnson as Chair; Bazaar will join Compensation and Nominating & Corporate Governance Committees; the Additional Independent Director will join the Audit Committee.
• Other terms: customary standstill, voting commitments, expense reimbursement and mutual non-disparagement provisions apply; board size capped at seven without Engine Capital consent from the conclusion of the 2026 annual meeting until the agreement’s termination date.

Why It Matters

• This is a shareholder engagement/board-level agreement that immediately affects governance and oversight at Fox Factory, signaling focused attention on profitability and margin improvement through a new Transformation Committee and outside consulting. For investors, the key takeaways are potential changes in strategic oversight, near-term board composition shifts, and formal commitments (standstill/voting) that may influence proxy contests or other shareholder actions in the next 12–24 months. Watch upcoming proxy materials, the identity of the Additional Independent Director, and any announced cost-reduction or margin-improvement plans resulting from the Transformation Committee’s work.