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): June 20, 2023
CROCS, INC.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | |
| Delaware | | 0-51754 | | 20-2164234 |
(State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
of incorporation) | | | | Identification No.) |
| | |
| 13601 Via Varra | | 80020 |
| Broomfield, | | Colorado | | |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (303) 848-7000
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:
☐ 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: | Name of each exchange on which registered: | |
| Common Stock, par value $0.001 per share | CROX | The Nasdaq Global Select Market | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.45) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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.
On June 21, 2023, Tracy Gardner notified the Board of Directors (the “Board”) of Crocs, Inc. (the “Company”) of her resignation as a member of the Board for personal reasons, effective immediately. Ms. Gardner’s decision to resign was not a result of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 20, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”) as a virtual meeting online via live audio webcast. The results of the matters submitted to a vote of the stockholders at the Annual Meeting were as follows:
(a) The nominees for election as Class III directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified, were elected based on the following votes:
| | | | | | | | | | | | | | | | | | | | |
| Name of Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Thomas J. Smach | | 43,510,003 | | 3,490,056 | | 5,162,775 |
| Beth J. Kaplan | | 45,452,086 | | 1,547,973 | | 5,162,775 |
(b) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was approved based on the following votes:
| | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstaining |
| 51,645,261 | | 484,588 | | 32,985 |
(c) The proposal regarding the advisory vote to approve the compensation of the Company’s named executive officers was approved based on the following votes:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-Votes |
| 45,369,559 | | 1,571,430 | | 59,070 | | 5,162,775 |
(d) A frequency of every year for future advisory votes to approve the compensation of the Company’s named executive officers was approved based on the following votes:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Votes For 1 Year | | Votes For 2 Years | | Votes For 3 Years | | Votes Abstaining | | Broker Non-Votes |
| 46,090,263 | | 24,371 | | 816,390 | | 69,035 | | 5,162,775 |
As indicated above, over 98% of the votes cast by stockholders were voted, on an advisory basis, in favor of holding an advisory vote to approve the compensation of the Company’s named executive officers every year, which was the voting frequency option that received the highest number of votes cast. In light of these results, the Board has determined to hold an advisory vote to approve the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
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.
| | | | | | | | |
| CROCS, INC. |
| | |
| Date: June 21, 2023 | By: | /s/ Daniel P. Hart |
| | Daniel P. Hart |
| | Executive Vice President, Chief Legal and Risk Officer |
