Fox Factory and Engine Capital agree to board refresh: adds 2 directors, forms Transformation Committee

FOX FACTORY HOLDING CORP

Two new independent directors added: Alan L. Bazaar and a director with manufacturing ops experience identified by Engine Capital.
Formation of Transformation Committee chaired by Sidney Johnson to oversee cost-cutting and margin improvement initiatives.
Dudley Mendenhall (Chairman) and Ted Waitman will retire at the 2026 annual meeting.
Board size capped at seven members until Termination Date without Engine Capital's written consent.
Cooperation agreement includes standstill, voting commitments, mutual non-disparagement until 30 days before 2027 annual meeting deadline.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FOX FACTORY HOLDING CORP entered into Cooperation Agreement with Engine Capital L.P. and certain of its affiliates (effective 2026-02-08).

Action: entry
Counterparty: Engine Capital L.P. and certain of its affiliates
Effective: 2026-02-08

Exact text from the filing

On February 8, 2026, Fox Factory Holding Corp. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with Engine Capital L.P. and certain of its affiliates (collectively, “Engine Capital”).

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Source: SEC EDGAR

accession 0001424929-26-000002

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