8-K

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

Date of Report (date of earliest event reported): June 9, 2021

CROCS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-51754		20-2164234
(State or other jurisdiction	(Commission File Number)		(I.R.S. Employer
of incorporation)			Identification No.)
13601 Via Varra		80020
Broomfield,	Colorado
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 848-7000

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading symbol:	Name of each exchange on which registered:
Common Stock, par value $0.001 per share	CROX	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.45) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

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. ☐

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

On June 9, 2021, the Board of Directors (the “Board”) of Crocs, Inc. (the “Company”), pursuant to the Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, approved an increase of the size of the Board from eight directors to nine directors, and appointed Tracy Gardner to the Board to serve as a Class II director, effective immediately.

Ms. Gardner will serve on the Board’s Compensation Committee. As compensation for her service on the Board, Ms. Gardner will receive the Company’s standard compensation for non-employee directors, including an annual equity award. There are no understandings or arrangements with any person pursuant to which Ms. Gardner was selected as a director, and Ms. Gardner is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

The Board considered the independence of Ms. Gardner under The Nasdaq Stock Market LLC (“Nasdaq”) listing standards and concluded that Ms. Gardner is an independent director under the applicable Nasdaq standards.

On June 10, 2021, the Company issued a press release announcing the appointment of Ms. Gardner, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 9, 2021, the Company held its 2021 annual meeting of stockholders (the “Annual Meeting”) as a virtual meeting online via live audio webcast. The results of the matters submitted to a vote of the stockholders at the Annual Meeting were as follows:

(a) The nominees for election as Class I directors to serve until the 2024 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
Ronald L. Frasch	50,125,064	2,175,332	4,309,097
Andrew Rees	51,666,957	633,439	4,309,097
Charisse Ford Hughes	51,808,542	491,854	4,309,097

(b) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2021 was approved based on the following votes:

Votes For	Votes Against	Votes Abstaining
56,175,879	386,226	47,388

(c) 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
50,106,915	2,152,942	40,539	4,309,097

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br>No.	Description
99.1	Crocs, Inc. press release datedJune10, 2021
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 hereunto duly authorized.

	CROCS, INC.
Date: June 14, 2021	By:	/s/ Daniel P. Hart
		Daniel P. Hart
		Executive Vice President, Chief Legal and Risk Officer

Document

Exhibit 99.1

Investor Contact:	Cori Lin, Crocs, Inc.
	(303) 848-5053
	clin@crocs.com
PR Contact:	Melissa Layton, Crocs, Inc.
	(303) 848-7885
	mlayton@crocs.com

Crocs, Inc. Appoints Tracy Gardner to Board of Directors

___________________________________________________________________________

BROOMFIELD, COLORADO – June 10, 2021 – Crocs, Inc. (NASDAQ: CROX), a global leader in innovative casual footwear for women, men and children, today announced that Tracy Gardner has been appointed to its board of directors effective June, 9, 2021.

Ms. Gardner is a visionary brand builder with more than three decades of experience developing and leading high performing teams to elevate consumer brands across omni-channel platforms. A servant leader with an eye for brand transformation, Ms. Gardner currently splits her time between board work, advising enterprise start-up companies across both public and private sectors, and serving as guest visiting professor at New York University.

Ms. Gardner has been a Principal of Tracy Gardner Consultancy since 2010. She has deep expertise in leading growth and strategy within highly regarded fashion brands, including Gap, Inc. (NYSE: GPS), J.Crew Group, Inc. (NYSE: JCG), and Lands’ End, Inc. (NYSE: LE). From 2004 to 2010, she held a number of leadership roles at J.Crew Group, Inc. where she ultimately served as president, completing its public offering and helping to grow revenues by approximately $1 billion. She also spent more than 11 years in several omni-channel leadership roles across Gap Inc.’s portfolio of purpose-led brands.

“We are pleased to welcome Tracy to the Crocs’ board of directors,” said Thomas J. Smach, chairman of the board. “A proven brand builder, Tracy has an uncanny ability to lead both established and upstart brands to profitable growth by strategically positioning how those companies reach, engage and interact with their consumers. We’re confident that her contributions as a trusted advisor and board member will drive increased shareholder value and relevance for the Crocs brand.”

Since 2015, Ms. Gardner has been a board member of Gap, Inc. and currently serves as Compensation and Management Development Committee Chair. She also serves as a member of the company’s Governance and Sustainability Committee. Additionally, Ms. Gardner has been a Board Director for Win NYC, the largest provider of shelter and supportive housing for NYC’s homeless families, since 2011.

“Tracy has spent her career guiding strategies that create emotional brand connections at the intersection of talent, the customer and product,” added Andrew Rees, Crocs CEO. “Her industry expertise paired with her proven ability to steer omni-channel brand transformation make her an ideal advisor as we continue to deepen our consumer connection, innovate and drive growth for the Company. We are thrilled to welcome her and have her join us as a strategic partner.”

“It is an honor to join the Crocs board at an extraordinary time of growth and opportunity,” said Ms. Gardner. “I’m a fervent brand enthusiast and am passionate about Crocs’ mission of creating a culture and product where everyone is invited to be their most authentic self. I look forward to contributing to the culture of inclusivity, community and sustainability that allows everyone to truly be comfortable in their own shoes.

Ms. Gardner will become the ninth board member and the fourth woman on the Crocs, Inc. board.

About Crocs, Inc.

Crocs, Inc. (Nasdaq:CROX) is a world leader in innovative casual footwear for women, men, and children, combining comfort and style with a value that consumers know and love. Crocs’ proprietary Croslite™ material, a molded footwear technology, is included in the vast majority of Crocs’ collection and delivers extraordinary comfort with each step.

In 2021, Crocs declares that expressing yourself and being comfortable are not mutually exclusive. To learn more about Crocs or our global Come As You Are™ campaign, please visit www.crocs.com or follow @Crocs on Facebook, Instagram and Twitter.

Forward Looking Statement

This press release includes estimates, projections, and statements relating to our business plans, objectives, and expected operating results that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements regarding potential impacts to our business related to the COVID-19 pandemic, our financial condition, brand and liquidity outlook, and expectations regarding our future revenue, tax rate, capital expenditures, and operating margin. These statements involve known and unknown risks, uncertainties, and other factors, which may cause our actual results, performance, or achievements to be materially different from any future results, performances, or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the following: the COVID-19 pandemic and related government, private sector, and individual consumer responsive actions; current global financial conditions, including economic impacts resulting from the COVID-19 pandemic; the effect of competition in our industry; our ability to effectively manage our future growth or declines in revenues; changing consumer preferences; our ability to maintain and expand revenues and gross margin; our ability to accurately forecast consumer demand for our products; our ability to successfully implement our strategic plans; our ability to develop and sell new products; our ability to obtain and protect intellectual property rights; the effect of potential adverse currency exchange rate fluctuations and other international operating risks; and other factors described in our most recent Annual Report on Form 10-K under the heading "Risk Factors" and our subsequent filings with the Securities and Exchange Commission. Readers are encouraged to review that section and all other disclosures appearing in our filings with the Securities and Exchange Commission.

All information in this document speak only as of the date of this press release. We do not undertake any obligation to update publicly any forward-looking statements.

Category:Investors

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