Form 8-K Traeger, Inc. For: May 30

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June 5, 2023 5:19 PM EDT

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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): May 30, 2023

TRAEGER, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40694

82-2739741

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1215 E Wilmington Ave., Suite 200

Salt Lake City, Utah

84106

(Address of principal executive offices)

(Zip Code)

(801) 701-7180

(Registrant’s telephone number, include 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:


☐			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(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	COOK	The New York Stock Exchange

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 June 3, 2023, the Board of Directors of Traeger, Inc. (the “Company”) removed Jim Hardy as the Company’s Chief Operating Officer and principal operating officer and appointed him as President of Apption Labs Limited (d/b/a/ MEATER), a wholly owned subsidiary of the Company.

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

On May 30, 2023, the Company held its annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following two proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2023.

Proposal One – Election of Class II Directors. Each of the following nominees was elected as a Class II director to serve until the Company’s 2026 annual meeting of stockholders and until each such director’s respective successor is duly elected and qualified.


Name of Nominee	Votes For	Votes Withheld	Broker Non-Votes
Martin Eltrich	100,437,159	9,411,633	6,946,689
James Manges	99,067,080	10,781,712	6,946,689
Steven Richman	106,277,973	3,570,819	6,946,689
Harjit Shoan	100,459,944	9,388,848	6,946,689

Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified.


Votes For	Votes Against	Abstentions	Broker Non-Votes
116,688,252	85,734	21,495	0

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.