8-K

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: May 18, 2022

(Date of earliest event reported)

 _________________________________________ 

NAUTILUS, INC.

(Exact name of registrant as specified in its charter)

  __________________________________________

Washington	001-31321	94-3002667
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

17750 S.E. 6th Way

Vancouver, Washington 98683

(Address of principal executive offices, including zip code)

(360) 859-2900

(Registrant's telephone number, including area code)

N/A

(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, no par value	NLS	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.	☐

NAUTILUS, INC.

FORM 8-K

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

Effective as of May 18, 2022, the Board of Directors (the “Board”) of Nautilus, Inc. (the “Company”) increased the size of the Board from eight to nine directors and appointed Ms. Ruby Sharma as a director and as a member of the Audit Committee of the Board (the “Audit Committee”).

Ms. Sharma will serve until the Company’s fiscal year 2022 annual meeting of shareholders (the “Annual Meeting”) or until her successor has been duly elected and qualified. There is no arrangement or understanding between Ms. Sharma and the Company or any other person pursuant to which Ms. Sharma was selected as a director. Ms. Sharma is not a party to, and does not have any direct or indirect material interest in, any transaction with the Company required to be disclosed under Item 404(a) of Regulation S-K. In connection with her appointments, Ms. Sharma entered into the Company’s standard form of indemnification agreement.

As compensation for her service, and in accordance with the Company’s non-employee director compensation policy, Ms. Sharma will receive an annual retainer of $57,500 and an additional cash retainer of $6,000 for her service on the Audit Committee.

On March 17, 2022, Richard Horn informed the Company of his decision to retire as a member of the Board effective as of the Company’s next annual meeting of stockholders, currently scheduled for August 2, 2022. On March 17, 2022, Marvin Siegert informed the Company of his decision to retire as a member of the Board effective as of the Company’s next annual meeting of stockholders. There were no disagreements between Mr. Horn and Mr. Siegert, respectively, and the Company or any officer or director of the Company that led to Mr. Horn’s or Mr. Siegert’s respective decision to resign.

Item 7.01 Regulation FD Disclosure

On May 19, 2022, the Company issued a press release announcing the appointment of Ms. Sharma to the Board and the forthcoming retirements of Mr. Horn and Mr. Siegert from the Board. A copy of the press release is furnished hereto as Exhibit 99.1. In accordance with General Instruction B.2. of the Current Report on Form 8-K, this press release is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information or Exhibit be deemed incorporated by reference in any filing under the Securities Act 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

The following exhibit is furnished herewith and this list is intended to constitute the exhibit index:

99.1 Nautilus, Inc. press release dated May 19, 2022

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. 

	NAUTILUS, INC.
	(Registrant)
May 19, 2022	By:	/s/ Alan L. Chan
Date		Alan L. Chan
		Chief Legal Officer

EX-99.1

Nautilus, Inc. welcomes new member to board of directors Global business advisor and SEC financial expert Ruby Sharma joins leading connected home fitness company VANCOUVER, Wash. – May 19, 2022 – Nautilus, Inc. (NYSE:NLS), a leader in personalized, connected home fitness, today announced that Ruby Sharma has been appointed to its Board of Directors effective May 18, 2022. With over 30 years of experience counseling Fortune 500 multi-national corporations and board leadership, Sharma delivers a proven capacity to fuel business transformation, strengthen investor relations, and drive revenue growth. A cross-sector financial and audit committee expert, Sharma pairs a deep bench of expertise in technical accounting, risk and regulatory compliance, and corporate governance with a passion for driving accountability within organizations’ diversity, equity, and inclusion (DEI) efforts. Her appointment to the board comes at a pivotal time for the company as it continues advancing its long-term strategic plan. “We are thrilled to welcome Ruby to our board of directors,” said M. Carl Johnson, III, Chair of Nautilus, Inc. "Our Board is committed to continually bring fresh and diverse perspectives to Nautilus. Ruby’s multi-faceted background is a critical addition to the depth and breadth of experience represented on Nautilus’ board, as the company continues to transform the connected home fitness industry.” About Ruby Sharma Sharma has served as Managing Partner of RNB Strategic Advisors and currently serves on the board of directors of ShotSpotter, Inc. (NASDAQ: SSTI), a leader in precision policing technology solutions, and an advisory council member for reacHIRE, a technology company helping women successfully re-enter the workforce after a career break. Previously, she spent over 15 years as a senior partner at Ernst & Young LLP (“EY”). A frequent keynote speaker and panelist, Sharma has authored several audit committee handbooks, guides, and white papers on governance, value protection, and diversity and inclusion topics. Sharma was honored as an Outstanding 50 Asian Americans in Business in the Americas in 2011 by the Asian American Business Development Center. She is a Fellow Chartered Accountant (Institute of Chartered Accountants in England & Wales) and holds a B.A. in Economics from Delhi University, India. Sharma also attended the Executive Education program for EY Partners at Northwestern University, Kellogg School of Management. “This is an exciting time to be joining Nautilus,” said Sharma. “Guided by its noble mission, Nautilus is poised for sustained growth in the rapidly-evolving connected home fitness industry and I look forward to contributing to the board as we continue this upward trend.” In addition to welcoming Ruby Sharma to Nautilus’ board of directors, long-time board members Richard Horn and Marvin Siegert have announced that they will be retiring as of the Company’s next annual shareholder’s meeting, currently scheduled for August 2, 2022. “On behalf of the Board of Directors, I want to thank Rick and Marv for their long, dedicated service and many contributions to the board and Nautilus,” said Johnson. “They have been critical to helping us seize opportunities and overcome challenges over the years, and most recently helping us fuel the company’s North Star initiatives for long-term success. We will miss their sage counsel and fellowship.” Exhibit 99.1

Sharma’s appointment to Nautilus’ Board of Directors is part of a comprehensive nomination process that strives to bring diverse perspectives to Nautilus. For more information on Nautilus’ leadership team, including our board of directors, please visit our website. About Nautilus, Inc. Nautilus, Inc. (NYSE:NLS) is a global leader in digitally connected home fitness solutions. The company’s brand family includes Bowflex®, Nautilus®, Schwinn®, and JRNY®, its digital fitness platform. With a broad selection of exercise bikes, cardio equipment, and strength training products, Nautilus, Inc. empowers healthier living through individualized connected fitness experiences; and in doing so, envisions building a healthier world, one person at a time. Headquartered in Vancouver, Washington, the company’s products are sold direct to consumer on brand websites and through retail partners and are available throughout the U.S. and internationally. Nautilus, Inc. uses the investor relations page of its website (www.nautilusinc.com/investors) to make information available to its investors and the market. This press release includes forward-looking statements (statements which are not historical facts) within the meaning of the Private Securities Litigation Reform Act of 1995, including: projected, targeted or forecasted financial, operating results and capital expenditures, including but not limited to net sales growth rates, gross margins, operating expenses, operating margins, anticipated demand for the Company's new and existing products, statements regarding the Company's prospects, resources or capabilities; planned investments, strategic initiatives and the anticipated or targeted results of such initiatives; the effects of the COVID-19 pandemic on the Company’s business; and planned operational initiatives and the anticipated cost-saving results of such initiatives. All of these forward-looking statements are subject to risks and uncertainties that may change at any time. Factors that could cause Nautilus, Inc.’s actual expectations to differ materially from these forward-looking statements also include: weaker than expected demand for new or existing products; our ability to timely acquire inventory that meets our quality control standards from sole source foreign manufacturers at acceptable costs; risks associated with current and potential delays, work stoppages, or supply chain disruptions, including shipping delays due to the severe shortage of shipping containers; an inability to pass along or otherwise mitigate the impact of raw material price increases and other cost pressures, including unfavorable currency exchange rates and increased shipping costs; experiencing delays and/or greater than anticipated costs in connection with launch of new products, entry into new markets, or strategic initiatives; our ability to hire and retain key management personnel; changes in consumer fitness trends; changes in the media consumption habits of our target consumers or the effectiveness of our media advertising; a decline in consumer spending due to unfavorable economic conditions; risks related to the impact on our business of the COVID-19 pandemic or similar public health crises; softness in the retail marketplace; availability and timing of capital for financing our strategic initiatives, including being able to raise capital on favorable terms or at all; changes in the financial markets, including changes in credit markets and interest rates that affect our ability to access those markets on favorable terms and the impact of any future impairment. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other filings with the Securities and Exchange Commission, including the “Risk Factors” set forth in our Annual Report on Form 10-K, as supplemented by our quarterly reports on Form 10-Q. Such filings are available on our website or at www.sec.gov. You are cautioned that such statements are not guarantees of future performance and that our actual results may differ materially from those set forth in the forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events or circumstances.

Media: Hanna Herrin Nautilus, Inc. 360-859-2570 hherrin@nautilus.com Carey Kerns The Hoffman Agency 503-754-7975 ckerns@hoffman.com Investor Relations: John Mills ICR, LLC 646-277-1254 john.mills@ICRinc.com Source: Nautilus, Inc.

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Cover Page	May 18, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 18, 2022
Entity Registrant Name	NAUTILUS, INC.
Entity Incorporation, State or Country Code	WA
Entity File Number	001-31321
Entity Tax Identification Number	94-3002667
Entity Address, Address Line One	17750 S.E. 6th Way
Entity Address, City or Town	Vancouver
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98683
City Area Code	(360)
Local Phone Number	859-2900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	NLS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001078207
Amendment Flag	false