UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 15, 2023
Date of Report (date of earliest event reported)
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SNAP ONE HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 001-40683 (Commission File Number) | 82-1952221 (I.R.S. Employer Identification Number) |
1800 Continental Boulevard, Suite 200 Charlotte, NC 28273 |
| (Address of principal executive offices and zip code) |
| (704) 927-7620 |
| (Registrant's telephone number, including area code) |
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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:
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| ☐ | 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)) |
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| 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 $.01 per share | SNPO | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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. ☐
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to the 2021 Equity Incentive Plan
On February 15, 2023, the board of directors (the “Board”) of Snap One Holding Corp. (the “Company”) amended the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) by adopting Amendment No. 1 to the 2021 Equity Incentive Plan (“Amendment No. 1”). Amendment No. 1 changes the treatment of Awards granted pursuant to the 2021 Plan upon a Termination due to the death or Disability of a Participant, such that the vesting of all a Participant’s unvested Awards will accelerate upon a Termination due to the death or Disability of such Participant. Capitalized terms not defined herein shall have the meanings set forth in the 2021 Plan.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additional Forms of Award Agreements
On February 15, 2023, the Board approved the following forms of Award agreements to be used in connection with certain Awards granted pursuant to the 2021 Plan: (i) Restricted Stock Unit Agreement (Employee, 2023 version); (ii) Restricted Stock Unit Agreement (Non-Employee Director, 2023 version); and (iii) Performance-Based Restricted Stock Unit Agreement (Employee, 2023 version) (together the “Award Agreements”). These forms of Award Agreements may be used for new Awards of restricted stock units and performance-based restricted stock units, as applicable, and are in accordance with the 2021 Plan, as amended by Amendment No. 1, and certain other Company policies and arrangements related to the acceleration of certain unvested equity upon the Termination of Participants in the case of a change of control or qualified retirement.
The foregoing descriptions of the Award Agreements do not purport to be complete and are qualified in their entirety by reference to the full texts of the Award Agreements, copies of which are filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.
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| Exhibit No. | | Description |
| 10.1 | | |
| 10.2 | | |
| 10.3 | | |
| 10.4 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 16th day of February, 2023.
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| Snap One Holdings Corp. |
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| By: | /s/ Michael Carlet |
| Name: Michael Carlet |
| Title: Chief Financial Officer |
