UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. |
Resignation of Chief Financial Officer
On October 19, 2023, Somer Webb, Chief Financial Officer (“CFO”) of Solo Brands, Inc. (the “Company”), notified the Company of her decision to resign from her position, effective December 10, 2023. In connection with her resignation, the Company intends to enter into a standard form of separation and release of claims agreement and waive the terms related to a termination without good reason by the executive included in Ms. Webb’s original employment agreement.
Interim Chief Financial Officer
In connection with Ms. Webb’s resignation, the board of directors (the “Board”) of the Company appointed Andrea K. Tarbox, the current chairperson of the Company’s Audit Committee, as interim CFO of the Company, effective December 10, 2023. Biographical and other information required by Item 5.02(c)(2) and (3) of Form 8-K regarding Ms. Tarbox has been previously disclosed by the Company in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2023, which information is incorporated herein by reference. During her time as interim CFO, Ms. Tarbox will remain on the Board, but temporarily step down from her position on the Audit Committee, effective December 10, 2023. The Company is conducting a search process to fill the CFO role on a permanent basis.
| Item 7.01 | Regulation FD Disclosure. |
Reaffirming Guidance and Press Release
On October 25, 2023, the Company announced it is reaffirming its previously provided guidance for the full fiscal year ending December 31, 2023.
On October 25, 2023, the Company issued a press release relating to the matters described in this Current Report on Form 8-K (this “Report”), which is attached to this Report as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Report (including Exhibit 99.1 attached hereto), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | ||
| 99.1 | Press Release issued by Solo Brands, Inc., dated October 25, 2023 | |
| 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 thereunto duly authorized.
| Solo Brands, Inc. | ||||||
| Date: October 25, 2023 |
By: | /s/ Kent Christensen | ||||
| Kent Christensen | ||||||
| General Counsel | ||||||