FOX FACTORY HOLDING CORP 8-K

What Happened

• Fox Factory Holding Corp. (FOXF) announced that its board increased from eight to nine members and appointed Douglas J. Grimm as a Class I director, effective March 25, 2026. The appointment was made pursuant to the Cooperation Agreement dated February 8, 2026 between the Company and Engine Capital L.P. and certain affiliates.

Key Details

• Board size increased to nine directors; Mr. Grimm’s current term expires at the Company’s 2026 annual meeting of stockholders.
• The Board will nominate Mr. Grimm for election at the 2026 annual meeting for a term expiring at the 2029 annual meeting, per the Cooperation Agreement.
• Mr. Grimm was appointed to the Board’s Audit Committee and Transformation Committee.
• No related-party transactions or relationships requiring disclosure under Item 404(a) of Regulation S‑K were reported; Mr. Grimm will receive the same pro‑rated director compensation and benefits as other non‑employee directors.

Why It Matters

• The appointment reflects terms of the Company’s Cooperation Agreement with activist investor Engine Capital and adds a director aligned with that agreement. For investors, changes to board composition—particularly additions to the Audit Committee and Transformation Committee—can influence oversight of financial reporting and strategic initiatives. The filing contains no other financial results or executive departures.