{"schema_version":"secwatch.filing_event.v1","accession":"0001334036-23-000088","form_type":"8-K","ticker":"CROX","cik":"0001334036","company_name":"Crocs, Inc.","filed_at":"2023-06-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.484432+00:00","generated_at":"2026-06-13T19:49:21.996826+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"Crocs board member Tracy Gardner resigns; shareholders approve say-on-pay and elect directors","bullets":["Tracy Gardner resigned from the Board effective June 21, 2023 for personal reasons, with no disagreement.","Thomas J. Smach and Beth J. Kaplan elected as Class III directors (43.5M and 45.5M votes for, respectively).","Ratification of Deloitte & Touche LLP as independent auditor for FY2023 approved (51.6M for, 484K against).","Advisory say-on-pay approved (45.4M for, 1.6M against); over 98% favored annual frequency.","Board determined to hold say-on-pay vote annually until next required frequency advisory vote."],"urls":{"canonical":"https://secwatch.observer/filing/0001334036-23-000088","json":"https://secwatch.observer/filing/0001334036-23-000088.json","markdown":"https://secwatch.observer/filing/0001334036-23-000088.md","text":"https://secwatch.observer/filing/0001334036-23-000088.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/0001334036-23-000088-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/crox-20230620.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T19:49:21.996826+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3abcad96c1","claim":"Tracy Gardner resigned as member of the Board at Crocs, Inc..","evidence_excerpt":"On June 21, 2023, Tracy Gardner notified the Board of Directors (the “Board”) of Crocs, Inc. (the “Company”) of her resignation as a member of the Board for personal reasons, effective immediately.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/0001334036-23-000088-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"member of the Board"}],"fact_type":"executive_change"},{"claim_id":"58cc1c8ca844753930be657bcf3a0e9d4aa557a3","claim":"Crocs, Inc. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-06-20 meeting.","evidence_excerpt":"The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was approved based on the following votes: Votes For Votes Against Votes Abstaining 51,645,261 484,588 32,985","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/0001334036-23-000088-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-20"}],"fact_type":"shareholder_vote"},{"claim_id":"874e4b2585a9eb09b232281769c4d843cb777795","claim":"Crocs, Inc. shareholders approved Frequency of future advisory votes on executive compensation (every year) at the 2023-06-20 meeting.","evidence_excerpt":"A frequency of every year for future advisory votes to approve the compensation of the Company’s named executive officers was approved based on the following votes: Votes For 1 Year Votes For 2 Years Votes For 3 Years Votes Abstaining Broker Non-Votes 46,090,263 24,371 816,390 69,035 5,162,775","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/0001334036-23-000088-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-20"}],"fact_type":"shareholder_vote"},{"claim_id":"bf8d20bc3eaf0d672adb44eef458dc823a5c22fe","claim":"Crocs, Inc. shareholders approved Election of Class III directors at the 2023-06-20 meeting.","evidence_excerpt":"The nominees for election as Class III directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified, were elected based on the following votes: Name of Nominee Votes For Votes Withheld Broker Non-Votes Thomas J. Smach 43,510,003 3,490,056 5,162,775 Beth J. Kaplan 45,452,086 1,547,973 5,162,775","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/0001334036-23-000088-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-20"}],"fact_type":"shareholder_vote"},{"claim_id":"c4e90984a3e57879f7fadf2dac75730c5f367d3c","claim":"Crocs, Inc. shareholders approved Advisory vote to approve the compensation of the named executive officers at the 2023-06-20 meeting.","evidence_excerpt":"The proposal regarding the advisory vote to approve the compensation of the Company’s named executive officers was approved based on the following votes: Votes For Votes Against Votes Abstaining Broker Non-Votes 45,369,559 1,571,430 59,070 5,162,775","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/0001334036-23-000088-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-20"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}