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 (date of earliest event reported): December 11, 2019

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.)
7477 East Dry Creek Parkway		80503
Niwot,	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. ☐

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

On December 11, 2019, the Board of Directors (the “Board”) of Crocs, Inc. (the “Company”), pursuant to the Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, approved an increase of the size of the Board from eight directors to nine directors, and appointed Beth J. Kaplan to the Board, effective January 1, 2020.

Ms. Kaplan will serve on the Board’s Compensation Committee and Governance and Nominating Committee. As compensation for her service on the Board, Ms. Kaplan will receive the Company’s standard compensation for non-employee directors, including a pro-rated annual equity award. There are no understandings or arrangements with any person pursuant to which Ms. Kaplan was selected as a director, and Ms. Kaplan is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

The Board considered the independence of Ms. Kaplan under Nasdaq listing standards and concluded that Ms. Kaplan is an independent director under the applicable Nasdaq standards.

On December 16, 2019, the Company issued a press release announcing the appointment of Ms. Kaplan, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Crocs, Inc. press release dated December 16, 2019
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: December 16, 2019	By:	/s/ Daniel P. Hart
		Daniel P. Hart
		Executive Vice President and Chief Legal and Risk Officer

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EX-99.1

Exhibit 99.1

Investor Contact:	Brendon Frey, ICR
	(203) 682-8216
	Brendon.Frey@icrinc.com
PR Contact:	Melissa Layton, Crocs, Inc.
	(303) 848-7885
	mlayton@crocs.com

Crocs, Inc. Appoints Beth J. Kaplan to Board of Directors

___________________________________________________________________________

NIWOT, COLORADO — December 16, 2019 — Crocs, Inc. (NASDAQ: CROX), a global leader in casual footwear for women, men and children, today announced that Beth J. Kaplan has been appointed to its board of directors effective January 1, 2020.

Ms. Kaplan brings more than three decades of leadership, merchandising, e-commerce, retail and consumer marketing experience to Crocs’ board. She currently serves as a managing member of Axcel Partners, LLC, investing in consumer-facing early stage and growth companies. In addition to Axcel Partners, LLC, Ms. Kaplan is currently a director of the Meredith Corporation (NYSE: MDP)and the Howard Hughes Corporation (NYSE: HHC). She is also a director and advisor at Rent The Runway, Framebridge, Care/of, and Leesa Sleep.

Ms. Kaplan previously served as the president and chief operating officer of Rent the Runway, which is disrupting the fashion industry by enabling women to rent versus buy clothing. In that capacity, she worked closely with the co-founders, overseeing finance, operations, merchandising, customer insights, business development and retail.

In addition, Ms. Kaplan has served in leadership positions for other global consumer brands, including president and chief merchandising and marketing officer, and director at General Nutrition Centers Inc., where she played an integral role in the company’s 2011 IPO, the most successful IPO that year. Additionally, she served as executive vice president and general manager at Bath & Body Works, executive vice president of marketing and merchandising at Rite Aid Drugstores, and had a 16-year tenure at Procter & Gamble, where she was president and general manager of the cosmetics and fragrance division, including Cover Girl and Max Factor.

“We are pleased to welcome Beth to Crocs’ board of directors,” said Thomas J. Smach, chairman of the board. “She has a record of positively impacting mainstream consumer brands, as well as infusing new thinking into product development, retail, e-commerce strategy and marketing. Her experience and leadership will be invaluable as we continue to see rapid growth that drives shareholder value.”

“Crocs is an iconic brand and its recent resurgence is nothing short of historic,” said Kaplan. “I look forward to helping the brand continue its incredible journey and advancing its goal of ensuring everyone is comfortable in their own shoes.”

Crocs President and CEO Andrew Rees added: “Beth brings a wealth of expertise to our company, and has achieved unparalleled accomplishments in her career across key areas of focus for us, such as marketing, merchandising and customer insights. She is a celebrated marketing professional and we are thrilled to have her join us as a strategic advisor and partner.”

About Crocs, Inc.:

Crocs, Inc. (Nasdaq:CROX) is a world leader in innovative casual footwear for women, men, and children, combining comfort and style with a value that consumers know and love. Crocs’ proprietary Croslite™ material, a molded footwear technology, is included in the vast majority of Crocs’ collection and delivers extraordinary comfort with each step.

In 2019, Crocs declares that expressing yourself and being comfortable are not mutually exclusive. To learn more about Crocs or our global Come As You Are™ campaign, please visit www.crocs.com or follow @Crocs on Facebook, Instagram and Twitter.

Category:Investors

XML

Document and Entity Information Document	Dec. 11, 2019
Cover page.
Document Type	8-K
Document Period End Date	Dec. 11, 2019
Entity Registrant Name	CROCS, INC.
Entity Central Index Key	0001334036
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	0-51754
Entity Tax Identification Number	20-2164234
Entity Address, Address Line One	7477 East Dry Creek Parkway
Entity Address, City or Town	Niwot,
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80503
City Area Code	303
Local Phone Number	848-7000
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 $0.001 per share
Trading Symbol	CROX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false