UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant to
Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of
Report: March 19, 2020
(Date of
earliest event reported)
_________________________________________
NAUTILUS,
INC.
(Exact name
of registrant as specified in its charter)
__________________________________________
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Washington
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001-31321
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94-3002667
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(State or
other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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17750 S.E. 6th
Way
Vancouver,
Washington
98683
(Address of
principal executive offices, including zip code)
(360)
859-2900
(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 (see General Instruction A.2.
below):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common Stock, no par
value
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NLS
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New York Stock
Exchange
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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).
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Emerging growth
company
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☐
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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
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Departure of
Directors or Certain officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March 19,
2020, the Board of Directors (the “Board”) of Nautilus, Inc. (the
“Company”) increased the size of the Board from six to seven
directors and appointed Patricia “Patty” M. Ross as a director and
as a member of the Compensation Committee of the Board (the
“Compensation Committee”) and the Audit Committee of the Board (the
“Audit Committee”).
Ms. Ross will
serve until the Company’s 2020 annual meeting of shareholders (the
“Annual Meeting”) and until Ms. Ross’ successor shall have been
duly elected and qualified, or until Ms. Ross’ earlier death,
resignation, disqualification or removal. There is no arrangement
or understanding between Ms. Ross and the Company or any other
person pursuant to which she was selected as a director. Ms. Ross
is not a party to and does not have any direct or indirect material
interest in any transaction with the Company required to be
disclosed under Item 404(a) of Regulation S-K. In connection with
her appointment, Ms. Ross entered into the Company’s standard form
of indemnification agreement.
As compensation
for her service, and in accordance with the Company’s non-employee
director compensation policy, Ms. Ross will receive an annual
retainer of $42,500, payment of $1,500 for attendance at each Board
meeting and, following the Annual Meeting, is expected to receive a
grant of restricted stock units. Additionally, in connection with
her appointment to the Compensation Committee and Audit Committee,
Ms. Ross will receive an additional payment of $1,500 for her
attendance at each committee meeting.
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.
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NAUTILUS, INC.
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(Registrant)
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March 23, 2020
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By:
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/s/ Aina E.
Konold
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Date
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Aina E. Konold
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Chief Financial
Officer
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(Principal Financial and
Accounting Officer)
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