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): April 14, 2015

 

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.)

 

7477 East Dry Creek Parkway
Niwot, Colorado

 

80503

(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:

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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

 

Resignation of Raymond Croghan

 

On April 14, 2015, Raymond Croghan resigned from the Board of Directors (the “Board”) of Crocs, Inc. (the “Company”), effective immediately.  Mr. Croghan’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Appointment of Ian Bickley as a Director

 

On April 14, 2015, Ian Bickley was appointed to serve as a Class II director to fill the vacancy on the Board resulting from the resignation of Mr. Croghan.  Mr. Bickley was also appointed to serve on the Board’s Compensation Committee.

 

The Board also considered the independence of Mr. Bickley under the Nasdaq listing standards and concluded that Mr. Bickley is an independent director under the applicable Nasdaq standards.

 

As compensation for his service on the Board, Mr. Bickley will receive the Company’s standard compensation for non-employee directors.  There are no understandings or arrangements between Mr. Bickley and any other person pursuant to which he was selected as a director.

 

On April 14, 2015, the Company issued a press release regarding the appointment of Mr. Bickley to the Board and the resignation of Mr. Croghan, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01.                            Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release, dated April 14, 2015.

 

2



 

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: April 14, 2015

By:

/s/ Jeffrey J. Lasher

 

 

Jeffrey J. Lasher

 

 

Senior Vice President — Finance, Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release, dated April 14, 2015.

 

4




Exhibit 99.1

 

GRAPHIC

 

 

Media Contact:

Katy Michael/Crocs, Inc.

 

 

(303) 848-7000

 

 

kmichael@crocs.com

 

Crocs, Inc. Appoints Coach’s Ian Bickley to Board of Directors

Ray Croghan to retire as board director

 

NIWOT, Colo. April 14, 2015 — Crocs, Inc. (NASDAQ: CROX) today announced that Ian Bickley, president of Coach’s (NYSE: COH; SEHK: 6388) International Group, has been appointed to its board of directors. The company also announced that its longest-standing director, Ray Croghan, is retiring from the company’s board. Both changes will be effective April 14, 2015.

 

Bickley brings more than 25 years of global retail and brand building experience to Crocs’ board. Since joining Coach in 1993, he has been an important architect in the development and execution of the company’s international businesses, both through direct retail, wholesale and distributor-run businesses. He has also overseen the development of all new and emerging markets globally for the brand. Prior to his current position, Bickley was president of Coach International from 2007 to 2013. From 2001 to 2006, He served as president of Coach Japan, Inc.

 

“We are pleased to welcome Ian as the newest member of the Crocs board of directors,” said Crocs board of directors chairman Thomas J. Smach. “His deep experience in global retail sales and international brand development will lend additional experience, expertise and a fresh perspective to the board as we work to continue to evolve our board’s skill set in line with the growth of Crocs’ business and brand.”

 

Since joining the Crocs board of directors in 2004, Croghan has supported the company’s evolution as an innovative global casual footwear leader. To-date, Crocs has sold more than 300 million pairs of shoes in more than 90 countries. Croghan’s leadership and insights were integral to the brand’s growth, including helping it reach more than $1 billion in sales in 2011.

 

“We have been truly fortunate during the past 11 years to have benefited from Ray’s insights and experience on our board,” said Smach. “On behalf of the entire board, I would like to thank Ray for his years of exceptional dedication and service to Crocs and wish him the best in his future endeavors.”

 

“I look forward to working with Ian on the board,” added Crocs CEO Gregg Ribatt. “And on behalf of the management team at Crocs, we have a deep sense of gratitude to Ray for his many contributions to the company and its success.”

 

About Crocs, Inc.

 

Crocs, Inc. (Nasdaq:CROX) is a world leader in innovative casual footwear for men, women and children. Crocs offers a broad portfolio of all-season products, while remaining true to its core molded footwear heritage. All Crocs™ shoes feature Croslite™ material, a proprietary, revolutionary technology that gives each pair of shoes the soft, comfortable, lightweight, non-marking and odor-resistant qualities that Crocs fans know and love. Crocs celebrates the fun of being a little different and encourages fans to “Find Your Fun” in every colorful pair of shoes. Since its inception in 2002, Crocs has sold more than 300 million pairs of shoes in more than 90 countries around the world.

 

Visit www.crocs.com for additional information.

 

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