Fox Factory Holding Corp. Proxy Statement Filed

TL;DR

FOXF proxy filing is in, shareholders get to vote on company stuff.

AI Summary

Fox Factory Holding Corp. filed a Definitive Additional Materials proxy statement on April 22, 2024. This filing relates to the company's annual meeting and likely concerns executive compensation, board nominations, or other shareholder proposals. Specific details regarding proposals or voting matters are not included in this header information.

Why It Matters

This filing is a standard regulatory requirement for public companies, informing shareholders about important corporate matters and upcoming voting decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing, not indicating any immediate financial distress or significant corporate change.

Key Players & Entities

• FOX FACTORY HOLDING CORP (company) — Registrant
• 0001424929-24-000043.txt (document) — Filing document name
• 20240422 (date) — Filing date

FAQ

Key Financial Figures

• $200,000 — O award at time of payment by less than $200,000 1 (or about 3% of the CEO's 2023 Summar
• $1.7 m — Compensation Table, declined by 22%, or $1.7 million, from $7.7 million in 2022 to $6.
• $7.7 million — declined by 22%, or $1.7 million, from $7.7 million in 2022 to $6.0 million in 2023. 3. P
• $6.0 million — 7 million, from $7.7 million in 2022 to $6.0 million in 2023. 3. Performance-based long-te
• $140.24 — f earned shares declined by 53.55% from $140.24 on the grant date (February 23, 2021) t
• $65.15 — n the grant date (February 23, 2021) to $65.15 on the date the Committee determined an
• $6,033,703 — Compensation Table reflects CEO pay of $6,033,703. b. Perquisites and Other Personal Ben
• $49,735 — isites and Other Personal Benefits were $49,735, which is 0.82% of the CEO's total comp

Filing Documents

• a2024foxfdefa14aproxystate.htm (DEFA14A) — 42KB
• foxloga04a.gif (GRAPHIC) — 14KB
• image4a.gif (GRAPHIC) — 3KB
• image_1a.jpg (GRAPHIC) — 132KB
• imagea.jpg (GRAPHIC) — 19KB
• slide0.jpg (GRAPHIC) — 222KB
• slide1.jpg (GRAPHIC) — 115KB
• slide2.jpg (GRAPHIC) — 257KB
• slide3.jpg (GRAPHIC) — 164KB
• slide4.jpg (GRAPHIC) — 222KB
• slide5.jpg (GRAPHIC) — 195KB
• slide6.jpg (GRAPHIC) — 261KB
• 0001424929-24-000043.txt ( ) — 2256KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement x Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 FOX FACTORY HOLDING CORP. (Name of Registrant as Specified In Its Charter) NA (Name of Person(s) Filing Proxy Statement if other than Registrant) Payment of Filing Fee (Check the appropriate box) x No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies 2) Aggregate number of securities to which transaction applies 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 4) Proposed maximum aggregate value of transaction 5) Total fee paid Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid 2) Form, Schedule or Registration Statement No. 3) Filing Party 4) Date Filed Supplement to Definitive Proxy Statement For the 2024 Annual Meeting of Stockholders To be Held on May 3, 2024 April 22, 2024 Dear Stockholders of Fox Factory Holding Corp., On behalf of the Board of Directors of Fox Factory Holding Corp. (the "Company"," we," "us," or "our"), we are writing to encourage you to vote "FOR" Proposal 3, the advisory vote to approve the compensation of the Company's named executive officers for fiscal year 2023 (the "Say-on-Pay Proposal"), at the Company's 2024 Annual Meeting of Stockholders, which will be held via webcast on Friday, May 3, 2024, at 100 pm Eastern Daylight Time. Please see page 64 of our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2024 (the "Proxy Statement") for our Say-on-Pay Proposal. The proxy advisory firm Glass Lewis recommended that our stockholders vote "FOR" the Say-on-Pay Proposal in its report published on April 11, 2024. In contrast, the proxy advisory firm Institutional Shareholder Services ("ISS") recommended that our stockholders vote "against" the Say-on-Pay Proposal, erroneously identifying pay-for-performance misalignment attributed to the use of committee discretion for the 2021-2023 Performance-Based RSUs and miscellaneous perquisites. For the reasons outlined below, and in the Compensation Discussion and Analysis ("CDA") beginning on page 30 of the Proxy Statement, the Board of Directors of the Company unanimously recommends that our stockholders vote "FOR" the Say-on-Pay Proposal . We are available to answer any questions as you finalize your vote. Long Track Record of Pay-Performance Alignment As summarized in the CDA and Summary Compensation Table, there are compelling reasons to vote "FOR" the Say-on-Pay Proposal 1. History of aligning pay with performance that has been strongly supported by stockholders. a. In May 2023, stockholders voted in support of Say-on-Pay Proposal by approximately 97%. Stockholder support on the Say-on-Pay Proposal over the last five years (2019 to 2023) averaged 97%. b. In 2023, ISS recommended "FOR" the Say-on-Pay Proposal. c. This year and in 2023, Glass Lewis recommended "FOR" the Say-on-Pay Proposal, quantitatively documenting strong pay-for-performance alignment. 2. Compensation Committee holds the management accountable to performance. a. The Compensation Committee (the "Committee") held the management strictly accountable to pre-set performance targets – no payout (0%) was earned under the 2023 performance-based cash bonus (annual, short-term incentive). b. The Committee applied a permissible adjustment on the free cash flow ("FCF") metric on the performance-based long-term incentive award to account for the United Auto Workers ("UAW") strike that was outside management's control and significantly impacted FCF – this adjustment increased the value of the CEO award at time of payment by less than $200,000 1 (or about 3% of the CEO's 2023 Summary Compensation Table pay) . c. The CEO's compensation, as reflected in the 2023 Summary Compensation Table, declined by 22%, or $1.7 million, from $7.7 million in 2022 to $6.0 million in 2023. 3. Performance-based long-term incentive awards earned for the three-year cycle from 2021 to 2023 reflect above-target financial results. a. The Company's performance was above target for the three-year period from 2021 to 2023. The long-term incentive awards

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View this DEFA14A filing on SEC EDGAR