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): October 29, 2020

YETI Holdings, Inc.

(Exact name of registrant as specified in its charter)

7601 Southwest Parkway

Austin, Texas 78735

(Address of principal executive offices, including zip code)

(Registrant's telephone number, including area code): (512) 394-9384

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 (see General Instruction A.2. below):

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

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 ☐

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 October 29, 2020, Michael E. Najjar resigned from his position as a Class III director on the Board of Directors (the “Board”) of YETI Holdings, Inc. (“YETI”). Mr. Najjar’s decision to resign as a director of YETI was not due to any disagreements with YETI on any matter relating to YETI’s operations, policies or practices.

Effective as of October 30, 2020, the Board appointed Alison Dean as a Class III director to fill the vacancy created by Mr. Najjar’s resignation. Ms. Dean will serve for an initial term ending at YETI’s 2021 Annual Meeting of Stockholders and until her successor is duly elected and qualified. The Board also determined that Ms. Dean is an independent director under applicable listing rules under the New York Stock Exchange and appointed Ms. Dean to the Audit Committee of the Board, having determined that she satisfies all applicable requirements to serve on such committee.

Ms. Dean is not a party to any arrangement or understanding with any person pursuant to which she was appointed as a director, nor is she a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving YETI or any of its subsidiaries.

For her service on the Board as a non-employee director, Ms. Dean will receive compensation in the same manner as YETI’s other non-employee directors, including a pro-rated automatic initial restricted stock unit grant, in accordance with the YETI Non-Employee Director Compensation Policy, which was filed as Exhibit 10.20 to YETI’s Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission on September 27, 2018 (as amended, the “Registration Statement”).

YETI will enter into an indemnification agreement with Ms. Dean in substantially the same form as the Form of Director and Officer Indemnification Agreement, which was filed as Exhibit 10.21 to the Registration Statement.

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing Mr. Najjar’s retirement from, and Ms. Dean’s appointment to, the Board is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, 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 liability of that section. The information in this report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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.

Document

Exhibit 99.1

YETI Appoints Alison Dean to Board of Directors and Announces Board Transitions

AUSTIN, Texas, (November 2, 2020) – YETI Holdings, Inc. (“YETI”) (NYSE: YETI) today announced its Board of Directors has appointed Alison Dean, former Executive Vice President, Chief Financial Officer, and Treasurer at iRobot, as an independent director, effective October 30, 2020. Currently, YETI’s board consists of nine members, seven of which are independent and who collectively possess significant public company experience across strategy, brand building, eCommerce, retail, consumer products, corporate finance, financial management, and product development.

“Alison’s corporate financial acumen and her perspective on operational excellence will be extremely beneficial to the YETI board,” said David Schnadig, Chair of the Board of Directors. “Additionally, her experience with global expansion will be invaluable as we continue to focus on YETI’s international growth.”

Ms. Dean has more than 30 years of cumulative experience in corporate finance. She joined iRobot, the leading consumer robot company in 2005, to help prepare the organization for its public offering and throughout her time there, revenue grew from $142 million to $1.2 billion in 2019. During her tenure, Ms. Dean oversaw a number of critical business areas, including financial planning, corporate finance, acquisitions, information technology, supply chain operations and investor relations. She previously held several senior financial positions at 3Com Corporation, including as Corporate Controller, as well as financial roles at other high tech companies.

Since July 2018, Ms. Dean has served on the board of directors and as the Audit Committee Chair for Everbridge, Inc., the leader in critical event management and enterprise safety applications. Ms. Dean holds a B.A. in Business Economics from Brown University and an M.B.A. from Boston University.

“In addition to her impressive financial expertise, Alison brings a vast knowledge of the consumer and technology industries to YETI’s Board of Directors,” said Matt Reintjes, President and CEO at YETI. “Her support of innovation and global growth will be an asset to our business.”

Ms. Dean will fill a vacancy on YETI’s Board of Directors created by the resignation of Michael E. Najjar, effective October 29, 2020. “We thank Mike for his service to YETI over the past eight years and wish him well as he focuses on management of Cortec and its portfolio companies,” said Matt Reintjes.

Additionally, David Schnadig has informed the Board that he intends to step down as Chair of the Board and the Nominating and Corporate Governance Committee, effective at the 2021 annual meeting of stockholders. Mr. Schnadig also confirmed to the Board that he is willing to stand for re-election if so nominated. “Dave became Chair of YETI’s Board of Directors in June 2012 and since then has provided trusted leadership to the Board and executive team of YETI,” said Matt Reintjes. “We are sincerely appreciative of Dave’s many contributions to YETI’s growth through the years.”

About YETI Holdings, Inc.

Headquartered in Austin, Texas, YETI is a global designer, retailer, and distributor of innovative outdoor products. From coolers and drinkware to backpacks and bags, YETI products are built to meet the unique and varying needs of diverse outdoor pursuits, whether in the remote wilderness, at the beach, or anywhere life takes our customers. By consistently delivering high-performing, exceptional products, we have built a strong following of brand loyalists throughout the world, ranging from serious outdoor enthusiasts to individuals who simply value products of uncompromising quality and design. We have an unwavering commitment to outdoor and recreation communities, and we are relentless in our pursuit of building superior products for people to confidently enjoy life outdoors and beyond. For more information, please visit www.YETI.com.

Investor Relations Contact:

Tom Shaw, 512-271-6332

Investor.relations@yeti.com

Media Contact:

YETI Holdings, Inc. Media Hotline

Media@yeti.com

* * * * *