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

August 28, 2018

Date of Report (date of earliest event reported)

Fox Factory Holding Corp.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-36040	26-1647258
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)

915 Disc Drive

Scotts Valley, California 95066

(Address of Principal Executive Offices) (Zip Code)

(831) 274-6500

(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:

¨ 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))

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. ¨

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

(b)

On August 28, 2018, Robert C. Fox, Jr. informed Fox Factory Holding Corp. (the “Company”) of his intent to retire from the Board of Directors of the Company (the “Board”). Mr. Fox’s retirement was effective on August 29, 2018. Mr. Fox’s decision to retire did not involve any disagreement between himself and the Company, the Company’s management, or the Board. The Board intends to fill the vacancy created by Mr. Fox’s departure in due course.

Item 7.01 Regulation FD Disclosure

On September 4, 2018, the Company issued a press release announcing Mr. Fox’s retirement, which is attached hereto as Exhibit 99.1.

The information contained or incorporated in this Item 7.01 of this Current Report is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, 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)

99.1 Press Release of the Company dated September 4, 2018

SIGNATURE

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.

			Fox Factory Holding Corp.
Date:	September 4, 2018	By:	/s/ ZVI GLASMAN
			Zvi Glasman
			Chief Financial Officer and Treasurer

EX-99.1

Fox Factory Holding Corp. Announces Retirement of Fox Factory Founder, Robert C. Fox, Jr. from Board of Directors

Celebrates 44 Year Career After Inventing the First FOX AirShox

SCOTTS VALLEY, California, September 4, 2018 - Fox Factory Holding Corp. (NASDAQ:FOXF) (“FOX” or the “Company”) today announced that Robert (“Bob”) C. Fox, Jr. retired from its Board of Directors on August 29, 2018. The Board of Directors intends to fill the vacancy created by Mr. Fox’s departure in due course.

“On behalf of our Board of Directors and management team, I would like to thank Bob for all his contributions during his tenure as a Director on our board,” said Larry L. Enterline, FOX’s Chief Executive Officer. “His keen business insight and unparalleled passion for the brand he founded will be greatly missed.”

Mr. Enterline continued, “I’d also like to thank him on behalf of the entire organization for his relentless pursuit of innovation that built the company that we all have the pleasure to be a part of and is still alive at FOX today.”

Robert C. Fox, Jr. is the founder of FOX’s namesake company and current operating subsidiary, Fox Factory, Inc., and has served as a director of the Company since January 2008. He served as Chief Executive Officer of Fox Factory, Inc. from its inception in February 1978 until January 2008 and from January 2008 to June 2009, he served as Chief Engineering Officer of the Company. Mr. Fox earned a BS in Physics from Santa Clara University in 1961, and an MBA from Santa Clara University in 1968.

In 1974, Bob Fox set out on a quest to redefine motocross suspension believing that there had to be a better solution. In 1976, Kent Howerton won the 500cc AMA Motocross National Championship on Bob’s AirShox and Marty Smith followed with another 500cc Championship for FOX in 1977. These championship wins created a demand for Bob’s suspension and Fox Factory was born the following year.

About Fox Factory Holding Corp. (NASDAQ: FOXF)

Headquartered in Scotts Valley, CA, Fox Factory Holding Corp. (the "Company") designs and manufactures performance-defining ride dynamics products primarily for bicycles, on-road and off-road vehicles and trucks, side-by-side vehicles, all-terrain vehicles, snowmobiles, specialty vehicles and applications, and motorcycles. The Company is a direct supplier to leading power vehicle original equipment manufacturers ("OEMs"). Additionally, the Company supplies top bicycle OEMs and their contract manufacturers, and provides aftermarket products to retailers and distributors.

FOX is a registered trademark of Fox Factory, Inc. NASDAQ Global Select Market is a registered trademark of The NASDAQ OMX Group, Inc. All rights reserved.

Forward-Looking Statements

Certain statements in this press release may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends that all such statements be subject to the "safe-harbor" provisions contained in those sections. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "might," "will," "would," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "likely," "potential" or "continue" or other similar terms or expressions and the other risks and uncertainties described in "Risk Factors" contained in the Company’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q or otherwise described in the Company's other filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company's expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company's forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact

ICR

Katie Turner

646-277-1228

Katie.turner@icrinc.com