---
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"
generated_at: "2026-06-13T19:49:21.996826+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Crocs board member Tracy Gardner resigns; shareholders approve say-on-pay and elect directors

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001334036-23-000088
- JSON: https://secwatch.observer/filing/0001334036-23-000088.json
- Plain text: https://secwatch.observer/filing/0001334036-23-000088.txt

## Key facts
- Executive change
  Tracy Gardner resigned as member of the Board at Crocs, Inc..
  - Action: resigned
  - Role: member of the Board
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/0001334036-23-000088-index.htm
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-20
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/0001334036-23-000088-index.htm
- Shareholder Votes
  Crocs, Inc. shareholders approved Frequency of future advisory votes on executive compensation (every year) at the 2023-06-20 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-20
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/0001334036-23-000088-index.htm
- Shareholder Votes
  Crocs, Inc. shareholders approved Election of Class III directors at the 2023-06-20 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-20
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/0001334036-23-000088-index.htm
- Shareholder Votes
  Crocs, Inc. shareholders approved Advisory vote to approve the compensation of the named executive officers at the 2023-06-20 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-20
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1334036/000133403623000088/0001334036-23-000088-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.