Traeger, Inc. Elects Directors and Ratifies Auditors

TL;DR

Traeger's board is set, auditors confirmed for 2024.

AI Summary

On June 11, 2024, Traeger, Inc. filed an 8-K report detailing the results of its 2024 Annual Meeting of Stockholders held on June 7, 2024. The company announced the election of three Class II directors: John Merris, Jeremy Andrus, and Robert "Bob" Livingston. Additionally, stockholders ratified the appointment of PricewaterhouseCoopers LLP as Traeger's independent registered public accounting firm for the fiscal year ending December 31, 2024.

Why It Matters

This filing confirms the composition of Traeger's board of directors and the company's auditor for the upcoming fiscal year, providing clarity on corporate governance and financial oversight.

Risk Assessment

Risk Level: low — The filing is routine and concerns standard corporate governance matters like director elections and auditor ratification.

Key Players & Entities

• Traeger, Inc. (company) — Registrant
• John Merris (person) — Elected Class II Director
• Jeremy Andrus (person) — Elected Class II Director
• Robert "Bob" Livingston (person) — Elected Class II Director
• PricewaterhouseCoopers LLP (company) — Independent registered public accounting firm
• June 11, 2024 (date) — Date of Report
• June 7, 2024 (date) — Date of Annual Meeting
• December 31, 2024 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share COOK The New York S

Filing Documents

• tra-20240611.htm (8-K) — 50KB
• cook-certificateofamendment.htm (EX-3.1) — 8KB
• 0001857853-24-000077.txt ( ) — 190KB
• tra-20240611.xsd (EX-101.SCH) — 2KB
• tra-20240611_lab.xml (EX-101.LAB) — 23KB
• tra-20240611_pre.xml (EX-101.PRE) — 13KB
• tra-20240611_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 11, 2024, Traeger, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"). The Amendment amends Article VIII of the Certificate of Incorporation to provide for the exculpation of officers of the Company to the extent permitted by the General Corporation Law of the State of Delaware ("DGCL"). A description of the Amendment is included in the section titled "Proposal 3: Approve an Amendment to Our Amended and Restated Certificate of Incorporation" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024 (the "Definitive Proxy Statement"), which description is incorporated herein by reference. On June 12, 2024, the Company filed a Certificate of Amendment (the "Certificate of Amendment") to the Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective upon filing. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. As noted above, the Annual Meeting was held on June 11, 2024. The following are the voting results on proposals considered and voted upon at the Annual Meeting, all of which were described in the Definitive Proxy Statement. Proposal One – Election of Class III Directors . Each of the following nominees was elected as a Class III director to serve until the Company's 2027 annual meeting of stockholders and until each such director's respective successor is duly elected and qualified. Name of Nominee Votes For Votes Withheld Broker Non-Votes Raul Alvarez 110,957,384 1,879,551 8,874,324 James Ho 107,020,970 5,815,965 8,874,324 Wayne Marino 109,871,634 2,965,301 8,874,324 Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm . The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified. Votes For Votes Against Abstentions Broker Non-Votes 121,438,307 217,114 55,838 0 Proposal Three – Amendment of Amended and Restated Certificate of Incorporation to Provide for the Exculpation of Officers of the Company to the Extent Permitted by the DGCL. As noted above, the Amendment to the Certificate of Incorporation was approved. Votes For Votes Against Abstentions Broker Non-Votes 102,189,974 10,638,162 8,799 8,874,324

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Traeger, Inc., dated June 12, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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. Traeger, Inc. Date: June 17, 2024 By: /s/ Courtland Astill Courtland Astill General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR