YETI YETI Holdings Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 19, 2023

 

YETI Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-38713		45-5297111
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

7601 Southwest Parkway

Austin, Texas 78735

(Address of principal executive offices, including zip code)

 

(Registrant's telephone number, including area code): (512) 394-9384

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01	YETI	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Effective as of December 19, 2023, the Board of Directors (the “Board”) of YETI Holdings, Inc. (“YETI”) increased the size of the Board to eight members and appointed Elizabeth Axelrod as a Class I director and Robert Katz as a Class III director. Ms. Axelrod will serve for an initial term ending at YETI’s 2025 Annual Meeting of Stockholders and until her successor is duly elected and qualified. Mr. Katz will serve for an initial term ending at YETI’s 2024 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

 

The Board determined that each of Ms. Axelrod and Mr. Katz is an independent director under applicable listing rules under the New York Stock Exchange. The Board appointed Ms. Axelrod and Mr. Katz to the Compensation Committee of the Board (the “Compensation Committee”) and the Nominating and Governance Committee of the Board, in each case effective February 1, 2024, having determined that each satisfies all applicable requirements to serve on the Compensation Committee.

 

Neither Ms. Axelrod nor Mr. Katz is a party to any arrangement or understanding with any person pursuant to which they were appointed as a director, nor a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving YETI or any of its subsidiaries.

 

For their service on the Board as non-employee directors, Ms. Axelrod and Mr. Katz will receive compensation in the same manner as YETI’s other non-employee directors, including a pro-rated automatic initial restricted stock unit grant, in accordance with the YETI Non-Employee Director Compensation Policy, which was filed as Exhibit 10.12 to YETI’s Form 10-K for the year ended January 1, 2022.

 

YETI will enter into indemnification agreements with Ms. Axelrod and Mr. Katz in substantially the same form as the Form of Director and Officer Indemnification Agreement, which was filed as Exhibit 10.20 to YETI’s Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission on September 27, 2018.

 

Item 7.01 Regulation FD Disclosure

 

A copy of the press release announcing Ms. Axelrod’s and Mr. Katz’s appointments to the Board is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information in this report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

Description

99.1		Press release issued by YETI Holdings, Inc., dated December 21, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

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.

 

	YETI Holdings, Inc.
Date: December 21, 2023	By:	/s/ Bryan C. Barksdale
		Bryan C. Barksdale
		Senior Vice President, General Counsel and Secretary

 

 

 

Exhibit 99.1

 

 

YETI Appoints Elizabeth Axelrod and Robert Katz to Board of Directors

 

AUSTIN, Texas (December 21, 2023) – YETI Holdings, Inc. (“YETI” or the “Company”) (NYSE: YETI) today announced its Board of Directors has appointed Beth Axelrod and Rob Katz, as independent directors, effective December 19, 2023. Following their appointment, YETI’s Board will consist of eight members with significant and diverse public company experience across multiple business sectors, including eCommerce, retail, consumer products, leadership development and hospitality.

 

“Beth and Rob are strong, respected leaders and bring with them valuable perspective, experience and operational excellence that will benefit our Board,” said Robert K. Shearer, Chair of the YETI Board of Directors. “I look forward to working with them to further drive long-term sustainable growth and shareholder value for YETI.”

 

Ms. Axelrod brings over 20 years of strategic human resources leadership and management development expertise to the YETI Board. She most recently served as the Global Head of Employee Experience at Airbnb from 2017 to 2021, where she oversaw all human resources and employee engagement initiatives. Prior to her time at Airbnb, Ms. Axelrod spent 10-years at eBay as Senior Vice President, Human Resources, where she was instrumental in helping to globally scale eBay and PayPal. Since 2016, Ms. Axelrod has served on the Board of Directors for Heidrick & Struggles, an international executive search, management and leadership consulting firm, and Chairs the Human Resources and Compensation Committee.

 

Mr. Katz has acted as the Executive Chairperson of the Board at Vail Resorts, Inc., since 2021, after serving as Chief Executive Officer there from 2006 to 2021. During his 15-year tenure at Vail as CEO, he led the company through significant growth and success. He first became involved with Vail Resorts in 1991 and has served on its Board of Directors since 1996. Prior to his time at Vail, Mr. Katz was associated with the private equity investment firm Apollo Management L.P. since its founding in 1990. In addition to serving on YETI’s Board of Directors and the Board at Vail Resorts, Mr. Katz currently serves on the Wharton Leadership Advisory Board.

 

“I am thrilled to welcome Beth and Rob to the YETI Board of Directors,” said Matt Reintjes, President and CEO at YETI. “Beth’s deep expertise in human resources and organization design along with Rob’s significant leadership development, growth strategy and brand building experience align well with our key strategic priorities. We are eager to tap into their expertise as we continue to drive growth for YETI.”

 

 

About YETI Holdings, Inc.

 

YETI is a growing designer, marketer, retailer, and distributor of a variety of innovative, branded, premium products to a wide-ranging customer base. Our mission is to ensure that each YETI product delivers exceptional performance and durability in any environment, whether in the remote wilderness, at the beach, or anywhere else life takes our customers. By consistently delivering high-performing products, we have built a following of engaged brand loyalists throughout the United States, Canada, Japan, Australia, and elsewhere, ranging from serious outdoor enthusiasts to individuals who simply value products of uncompromising quality and design. Our relationship with customers continues to thrive and deepen as a result of our innovative new product introductions, expansion and enhancement of existing product families, and multifaceted branding activities.

 

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v3.23.4

Cover	Dec. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 2023
Entity File Number	001-38713
Entity Registrant Name	YETI Holdings, Inc.
Entity Central Index Key	0001670592
Entity Tax Identification Number	45-5297111
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7601 Southwest Parkway
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78735
City Area Code	512
Local Phone Number	394-9384
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01
Trading Symbol	YETI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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