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): April 15, 2024

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.)
500 Eldorado Blvd., Building 5
Broomfield,	Colorado	80021
(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.

Terence Reilly Appointment

Crocs, Inc. (the “Company”) has appointed Terence Reilly as Executive Vice President and President for the HEYDUDE Brand (“HEYDUDE”), effective April 29, 2024. Mr. Reilly most recently served as the President of the Stanley Brand where he helped reshape the century-old insulated drinkware brand into a brand of current culture. Prior to his time at Stanley, Mr. Reilly served as the Chief Marketing Officer at Crocs, Inc., in addition to holding various other marketing leadership roles.

Rick Blackshaw Separation

On April 15, 2024, the Company made the decision to separate from Rick Blackshaw, Executive Vice President, Brand President for HEYDUDE, effective immediately (the “Separation Date”).

Upon execution of a separation agreement and general release (the “Separation Agreement”), Mr. Blackshaw will be entitled to the payments and benefits relating to his separation as set forth in his employment offer letter, dated December 22, 2021, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2024, specifically, (i) a lump sum severance payment of $675,000.04, which is equal to 12 months of base compensation, less applicable withholdings and deductions, and (ii) 12 months of outplacement assistance services. In addition, pursuant to the Separation Agreement, (i) Mr. Blackshaw will receive a special payment of $26,457.36, net, which is equivalent to 12 months of COBRA coverage under HEYDUDE’s medical, dental and vision plans, (ii) the 2,632 shares of the Company’s common stock granted under Mr. Blackshaw’s Performance-Based Unit Agreement dated March 2, 2023 (the “PSU Award Agreement”), shall continue to be earned and shall vest and become payable at the end of the performance period (March 2, 2026), in accordance with the performance conditions set forth in the PSU Award Agreement, provided that the number of earned performance-based restricted stock units shall be prorated based on the number of days Mr. Blackshaw was employed during the performance period, and (iii) all other unvested equity awards, in accordance with the applicable equity plans and award agreements, will be cancelled and forfeited on the Separation Date.

The foregoing description of the Separation Arrangement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Arrangement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2024.

Item 7.01. Regulation FD Disclosure.

On April 16, 2024, the Company issued a press release announcing the leadership changes. A copy of the press release is furnished 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 April 16, 2024.
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.

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	CROCS, INC.
Date: April 16, 2024	By:	/s/ Anne Mehlman
		Anne Mehlman
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Investor Contact:	Erinn Murphy, Crocs, Inc.
	(303) 848-7005
	emurphy@crocs.com
PR Contact:	Melissa Layton, Crocs, Inc.
	(303) 848-7885
	mlayton@crocs.com

Crocs, Inc. Appoints Terence Reilly as EVP and President for the HEYDUDE Brand

___________________________________________________________________________

BROOMFIELD, COLORADO — April 16, 2024 — Crocs, Inc. (NASDAQ: CROX), a global leader in innovative casual footwear for all, today announced the appointment of Terence Reilly as incoming Executive Vice President and President for the HEYDUDE Brand. Mr. Reilly, 56, most recently served as the President of the Stanley Brand where he reshaped the century-old insulated drinkware brand into a must-have brand of current culture. Prior to his time at Stanley, Mr. Reilly served as the Chief Marketing Officer at Crocs, Inc., in addition to holding various other marketing leadership roles. Mr. Reilly succeeds Rick Blackshaw, who is leaving the Company effective immediately. Mr. Reilly will join the executive leadership team on April 29 and will report directly to Andrew Rees, Chief Executive Officer.

“We are thrilled to be welcoming back Terence to the Crocs, Inc. family,” said Andrew Rees, Chief Executive Officer. “Terence has had tremendous success in creating and executing brand-building playbooks at both Stanley and Crocs by leveraging iconic product, scaling awareness, driving brand relevance and ultimately building communities. Having previously worked alongside him, I am confident he is the right person to lead the HEYDUDE Brand into its next phase of growth.”

“I am looking forward to joining the HEYDUDE Brand as President,” Terence Reilly commented. “I see significant opportunity to further drive awareness, desirability, and relevance to the HEYDUDE Brand and will work together with the team to build a durable, profitable growth brand over time.”

Andrew Rees continued, “On behalf of the Board of Directors and our leadership team, we thank Rick for the passion and commitment he has shown during his time with the Company. Over the last two years, Rick was instrumental in building and professionalizing the HEYDUDE team and scaling the brand domestically. We wish him well in his future endeavors.”

The Company expects to report its fiscal first quarter on Tuesday, May 7, 2024 before the market opens. A separate press release has been issued this morning with more details.

Terence Reilly has more than 25 years of global marketing and operational experience and has had a decorated career. Since 2020, he has held the top spot at Stanley where he created and led the strategy that propelled the brand’s resurgence into a must-have icon. Prior to Stanley, Mr. Reilly served in marketing leadership at Crocs, Inc. from 2013 to 2020 culminating in the Senior Vice President and Chief Marketing Officer role. Prior to 2013, he held various senior level marketing and leadership positions. Mr. Reilly received his Bachelor’s degree in Communication from Rider University.

About Crocs, Inc.:

Crocs, Inc. (Nasdaq: CROX), headquartered in Broomfield, Colorado, is a world leader in innovative casual footwear for all, combining comfort and style with a value that consumers know and love. The Company's brands include Crocs and HEYDUDE, and its products are sold in more than 85 countries through wholesale and direct-to-consumer channels. For more information on Crocs, Inc. visit investors.crocs.com. To learn more about our brands, visit www.crocs.com or www.heydude.com. Individuals can also visit https://investors.crocs.com/news-and-events/ and follow both Crocs and HEYDUDE on their social platforms.

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Forward Looking Statements

This press release includes statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

These include statements regarding future outlook and contributions of new executives. These statements involve known and unknown risks, uncertainties, and other factors, which may cause our actual results, performance, or achievements to be materially different from any future results, performances, or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include factors described in our most recent Annual Report on Form 10-K under the heading "Risk Factors" and our subsequent filings with the Securities and Exchange Commission. Readers are encouraged to review that section and all other disclosures appearing in our filings with the Securities and Exchange Commission.

Category: Investors

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Document and Entity Information Document	Apr. 15, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 15, 2024
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	500 Eldorado Blvd., Building 5
Entity Address, City or Town	Broomfield,
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021
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