FOX FACTORY HOLDING CORP 8-K

What Happened

• Fox Factory Holding Corp (FOXF) filed an 8-K on May 11, 2026 reporting results from its Annual Meeting held May 8, 2026. As of the March 10, 2026 record date, 41,932,594 shares were outstanding and entitled to vote; 38,903,979 shares (≈92.78%) were present or represented by proxy, establishing a quorum.
• Stockholders elected Elizabeth A. Fetter and Douglas J. Grimm as Class I directors for three-year terms (ending 2029), ratified Grant Thornton LLP as the company’s independent public accountants for fiscal 2026, and approved the advisory “say-on-pay” vote for the company’s named executive officer compensation.

Key Details

• Shares outstanding (record date): 41,932,594; shares present/proxy: 38,903,979 (≈92.78%).
• Director election votes:
  • Elizabeth A. Fetter — For: 27,438,006; Withheld: 3,868,213; Broker non-votes: 7,597,760.
  • Douglas J. Grimm — For: 31,163,229; Withheld: 142,990; Broker non-votes: 7,597,760.
• Auditor ratification: Grant Thornton LLP — For: 38,844,313; Against: 52,446; Abstain: 7,220.
• Advisory vote on executive compensation: For: 27,616,480; Against: 3,675,322; Abstain: 14,417; Broker non-votes: 7,597,760.

Why It Matters

• The election results finalize the board composition for the next three years and reflect shareholder support levels for the two director nominees.
• Ratification of Grant Thornton confirms the independent auditor for fiscal 2026, a routine but important governance step for financial reporting oversight.
• The advisory “say-on-pay” approval indicates shareholder assent to executive compensation disclosures and practices (non-binding). High shareholder turnout (~92.8%) shows strong participation in corporate governance matters.