CROX 8-K
Crocs, Inc. (CROX)
8-K
2023-12-18
For: 2023-12-15
View Original
Added on
April 07, 2026
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): December 15, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||||||||||||||||||
of incorporation) | Identification No.) | |||||||||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol: | Name of each exchange on which registered: | ||||||||||||
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. ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2023, 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 each of John Replogle and Neeraj Tomlare to the Board, to serve as a Class II director and Class III director, respectively, in each case, effective January 1, 2024.
The Board also appointed Mr. Replogle to serve on the Environmental, Social and Governance Steering Committee of the Board and Mr. Tomlare to serve on the Audit Committee of the Board (the “Audit Committee”).
As compensation for service on the Board, each of Mr. Replogle and Mr. Tomlare will receive the Company’s standard compensation for non-employee directors, prorated for their respective time of service. There are no understandings or arrangements with any person pursuant to which either of Mr. Replogle or Mr. Tomlare was selected as a director, and neither of Mr. Replogle nor Mr. Tomlare is 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 each of Mr. Replogle and Mr. Tomlare under The Nasdaq Stock Market LLC (“Nasdaq”) listing standards and concluded that each of Mr. Replogle and Mr. Tomlare is an independent director under the applicable Nasdaq standards and that Mr. Tomlare has the requisite independence and financial literacy to serve as a member of the Audit Committee under applicable Nasdaq listing standards and Securities and Exchange Commission rules.
Item 7.01. Regulation FD Disclosure.
On December 18, 2023, the Company issued a press release announcing the appointment of each of Mr. Replogle and Mr. Tomlare. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
99.1 | ||||||||
| 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: December 18, 2023 | By: | /s/ Daniel P. Hart | ||||||
| Daniel P. Hart | ||||||||
| Executive Vice President, Chief Legal and Risk Officer | ||||||||
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Exhibit 99.1
Investor Contact: | Erinn Murphy, Crocs, Inc. | |||||||
| (303) 848-7005 | ||||||||
| [email protected] | ||||||||
| PR Contact: | Melissa Layton, Crocs, Inc. | |||||||
(303) 848-7885 | ||||||||
Crocs, Inc. Appoints Industry Leaders John Replogle and Neeraj Tolmare to Board of Directors
___________________________________________________________________________
BROOMFIELD, Colo., Dec. 18, 2023 – Crocs, Inc. (NASDAQ: CROX), a global leader in innovative casual footwear for all, today announced that John Replogle and Neeraj Tolmare have both been appointed to its board of directors, effective January 1, 2024. The new appointees will bring new skill sets and extensive brand building experience in consumer facing businesses to the Crocs board.
Mr. Replogle brings decades of global leadership positions at major consumer brands like Seventh Generation, Inc., Burt’s Bees, Inc., Unilever’s Skin Care division, and Diageo, Plc. He currently serves as a member of the board of directors of two public companies (Grove Collaborative, Inc. and Wolfspeed, Inc.) and previously served on the public company board of directors for Sealy Corporation.
Mr. Replogle is also a Founding Partner of One Better Ventures, LLC, a venture capital firm focused on investing in consumer-centric businesses that have a positive impact on the world.
“I’m delighted to join the Crocs board and steward one of the more innovative footwear companies today,” said Mr. Replogle. “The organization has a thriving and inclusive culture that has fueled the iconic Crocs brand in markets around the globe, and which will have significant impact on the HEYDUDE brand as it scales globally. Having built a career growing and leading purpose-led consumer brands, this opportunity is unparalleled.”
Mr. Tolmare has more than 20 years of experience in leading technology teams and digital transformation initiatives across diverse industries. He currently serves as Global Chief Information Officer for The Coca-Cola Company, where he has built and led teams to modernize a legacy network and infrastructure footprint and to improve the organization’s global technology maturity. He also serves on the board of Morehouse School of Medicine in Atlanta as well as the Georgia Tech Research Institute, Center for Development and Application of Internet of Things.
Prior to his current position, Mr. Tolmare worked at both Fortune 50 companies such as HP Inc., Cisco Systems as well as at startups like Palm Inc. In these companies, he held various roles to lead global technology, data and ecommerce functions to support double-digit growth for their online businesses.
“The opportunity to join the board at Crocs, Inc. is a perfect fit with my principles and values, and my passion to work for brands that are deeply entrenched in the society we live in and connect on a personal level, with a global audience,” said Mr. Tolmare.
“I am delighted that these two outstanding individuals are joining the Crocs board of directors after an extensive search process. Throughout his career, John has been a driving force in stewarding healthy, transformative growth while enhancing corporate social responsibility measures at many respected consumer-facing global organizations,” said Thomas Smach, Chairman of the Board of Crocs, Inc. “Neeraj brings outstanding and highly relevant global leadership expertise to the board as Crocs evolves its approach to digital transformation for global operations optimization,” said Smach. “His distinctive ability to elevate business practices and successfully scale online growth through technological advancement will lend guidance to create lasting impact. We look forward to their contributions to the board.”
Crocs, Inc. Chief Executive Officer, Andrew Rees, added: “I am thrilled to be working with these two world class executives and leaders. John has long been a respected and innovative leader for strong consumer brands with a strong determination to put
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people and planet first, and Neeraj’s terrific experience elevating business through technology will help us to identify and solve for the next wave of opportunities in digitization and automation for scale. Their combined experience and relevant skill sets will undoubtably add immense value to our board as we guide the future of the company and work to create impactful change for long-term, sustainable growth.”
Mr. Replogle started his career at the Boston Consulting Group and holds degrees from Harvard Business School and Dartmouth College. Mr. Replogle previously served as a director of Sealy Corporation from 2010 to 2013. Given his strong leadership and expertise in the area, Mr. Replogle will join the board’s Environmental, Social and Governance Steering Committee.
Mr. Tolmare holds degrees from the University of Chicago Booth School of Business, the South Dakota School of Mines & Technology, and the College of Engineering in Pune, India. He started his career by working for iconic brands such as Palm, Flip Video and Linksys where he led the online marketing and ecommerce units. Mr. Tolmare will initially join the board’s Audit Committee.
About Crocs, Inc.:
Crocs, Inc. (Nasdaq: CROX), headquartered in Broomfield, Colorado, is a world leader in innovative casual footwear for all, combining comfort and style with a value that consumers know and love. The Company's brands include Crocs and HEYDUDE, and its products are sold in more than 85 countries through wholesale and direct-to-consumer channels. For more information on Crocs, Inc. visit investors.crocs.com. To learn more about our brands, visit www.crocs.com or www.heydude.com. Individuals can also visit https://investors.crocs.com/news-and-events/ and follow both Crocs and HEYDUDE on their social platforms.
Forward Looking Statements:
This press release includes statements 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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These include statements regarding future outlook and contributions of new board members. 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 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.
Category: Investors
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