United States Securities and Exchange Commission Form

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

July 19, 2017 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 (Commission (IRS Employer Incorporation or Organization) File Number) 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 x

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. x Section 5 Corporate Governance and Management

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

(b)

On July 19, 2017, Mr. Elias Sabo informed Fox Factory Holding Corp. (the “Company”) of his intent to resign from the Board of Directors of the Company (the “Board”), including from his position as Chairperson of the Board (the “Chairperson”), effective immediately prior to, and contingent upon, the Board’s election of Mr. Thomas Ellis Duncan to the Board. Mr. Sabo’s decision to resign is solely for personal reasons and time considerations, and did not involve any disagreement between himself and the Company, the Company’s management, or the Board. The Board has filled the vacancies created by Mr. Sabo’s resignation as described below.

(d)

On July 24, 2017, per the recommendation of its Nominating and Corporate Governance Committee, the Board elected Mr. Duncan as a Class III director of the Company, effective immediately. Mr. Duncan will serve as a director until the next election of Class III directors at the Company’s annual meeting of shareholders to be held in 2019 or Mr. Duncan’s earlier death, resignation, or removal. Mr. Duncan has not yet been designated as a member of any of the Board’s committees.

There are no arrangements or understandings between Mr. Duncan and any other person pursuant to which he was elected as a director, and as of the date hereof, there are no transactions or proposed transactions between Mr. Duncan and the Company that require disclosure pursuant to Item 404(a) of Regulation S-K (17 CFR 229.404(a)). As a non-employee director, Mr. Duncan will receive compensation in the same manner as the Company’s other non-employee directors, through the Non-employee Director Compensation Plan (the “Plan”), the terms of which the Company previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 23, 2017. The Plan provides that, if a non-employee director joins the Board on a day other than the date of the annual meeting of the shareholders of the Company, such non-employee director shall be entitled to receive a prorated award of restricted stock units. Thus, in connection with Mr. Duncan’s election as a non-employee director, pursuant to the Plan and under the Company's 2013 Omnibus Incentive Plan, as amended, the Compensation Committee granted 1,035 restricted stock units to Mr. Duncan on July 24, 2017, which shall vest the day immediately prior to the Company’s annual meeting of shareholders to be held in 2018. The Company also expects to enter into an Indemnification Agreement with Mr. Duncan, the form of which is included as Exhibit 10.1 to the Company’s Form S-1, filed with the Securities and Exchange Commission on July 8, 2013. The Indemnification Agreement will require the Company, among other things, to indemnify Mr. Duncan against liabilities that may arise by reason of his status with the Company or service to the Company. The Indemnification Agreement will also require the Company to advance all expenses incurred by Mr. Duncan in investigating or defending any such action, suit, or proceeding. The foregoing discussion of the terms of the form of Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Indemnification Agreement.

Further, on July 24, 2017, per the recommendation of its Nominating and Corporate Governance Committee, the Board appointed Mr. Dudley Mendenhall to succeed Mr. Sabo as Chairperson, effective immediately upon Mr. Sabo’s resignation.

On July 25, 2017, the Company issued a press release regarding the changes to the Board described above, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)

99.1 Press Release of the Company dated July 25, 2017 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: July 25, 2017 By: /s/ Zvi Glasman Zvi Glasman Chief Financial Officer and Treasurer Fox Factory Holding Corp. Announces Changes to Board of Directors

Dudley Mendenhall to Succeed Elias Sabo as Chairman of the Board

Appoints Tom Duncan to Board of Directors

SCOTTS VALLEY, California, July 25, 2017 - Fox Factory Holding Corp. (NASDAQ:FOXF) (“FOX” or the “Company”) today announced the appointment of Dudley Mendenhall, a director on its Board of Directors, to Chairman of the Board, effective immediately. Mr. Mendenhall will succeed Elias Sabo, who has stepped down from his role as Chairman and has resigned from the Board. In addition, the Company appointed Tom Duncan as a director on its Board of Directors, effective immediately.

“On behalf of our Board of Directors and management team, I would like to thank Elias for all of his contributions during his tenure as Chairman of the Board,” said Larry L. Enterline, the Company’s Chief Executive Officer. “His keen business insight and pure passion for the FOX brand will be missed.”

Mr. Enterline continued, “I would like to congratulate Dudley on his new role. This transition is the result of our Board's deliberate succession planning process and will allow Dudley to continue to provide us with his strategic insight and guidance.”

Mr. Mendenhall joined FOX as a director of its Subsidiary in February 2012. He was appointed to serve as a member of the Company’s Board of Directors in June 2013. Since July 2012, Mr. Mendenhall has been an independent consultant providing financial advisory services. From January 2010 to July 2012, he was Vice President, Strategy, Planning and Operations in the office of Strategy and Technology at Hewlett-Packard Company. From March 2009 to August 2010, Mr. Mendenhall served as Chief Financial Officer of Solera Holdings, Inc., a provider of software and services to the automobile insurance claims processing industry. From September 2007 to March 2009, Mr. Mendenhall was Chief Financial Officer of Websense, Inc., a company providing integrated web, data and email security solutions. From April 2003 to September 2007, Mr. Mendenhall was Senior Vice President and Chief Financial Officer of K2, Inc., an international sporting equipment manufacturer. Mr. Mendenhall holds a BA in economics from Colorado College.

“On behalf of our management team and Board of Directors we are pleased to welcome Tom to our Board and look forward to working with him. He brings over 25 years of extensive experience with consumer products companies to FOX,” commented Larry L. Enterline, the Company’s Chief Executive Officer. “Tom is a proven leader working with multinational tool equipment brands and developing compelling, innovative products.”

Since 2003 Mr. Duncan has served as the President and Chief Executive Officer of the North American division of Positec Tool Corporation, a global manufacturer and marketer of power tools, lawn and garden equipment and accessories, including the Rockwell and WORX brands. Prior to joining Positec, Mr. Duncan served as a Vice President of Robert Bosch Tool Corporation (“Bosch”) from June 2001 to September 2003. From September 1992 to June 2001, Mr. Duncan served as a Vice President at Vermont American Corporation until they were acquired by Bosch. Mr. Duncan has been a director on the Outdoor Power Equipment Institute Board of Directors since October 2015 and a director on the Folks Center for International Business Board of Directors at University of South Carolina’s Darla Moore School of Business since September 2016. Mr. Duncan holds a B.A., Rhetoric from the University of Virginia and a Masters of International Business from University of South Carolina’s Darla Moore School of Business.

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.

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 [email protected]