As filed with the Securities and Exchange Commission
on June 13, 2024
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
YETI HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
45-5297111 |
| (State or other jurisdiction of |
(I.R.S. Employer |
| incorporation or organization) |
Identification No.) |
7601 Southwest Parkway
Austin,
TX 78735
(Address, including zip code, of Principal Executive Offices)
YETI Holdings, Inc.
2024 Equity and Incentive Compensation Plan
(Full title of the plan)
Bryan C. Barksdale
Senior Vice President, Chief
Legal Officer and Secretary
YETI Holdings, Inc.
7601 Southwest Parkway
Austin, TX 78735
(512) 394-9384
(Name, address and telephone number, including
area code, of agent for service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x |
Accelerated filer ¨ |
| |
|
| Non-accelerated filer ¨ |
Smaller reporting company ¨ |
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|
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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 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing
the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) promulgated
under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of
Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “SEC”) either as part of
this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents
and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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Item
2. | Registrant
Information and Employee Plan Annual Information. |
Upon written or oral request,
the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement.
The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant
to Rule 428(b) of the Securities Act. Requests should be directed to YETI Holdings, Inc., Senior Vice President, Chief
Legal Officer and Secretary, 7601 Southwest Parkway, Austin, TX 78735; telephone number: (512) 394-9384.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
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Item 3. | Incorporation of Certain Documents by Reference |
The SEC allows us to “incorporate
by reference” into this prospectus the information we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement.
Any statement contained in a document incorporated or considered to be incorporated by reference in this Registration Statement will be
considered to be modified or superseded for purposes of this Registration Statement to the extent a statement contained in this Registration
Statement or in any other subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement
modifies or supersedes such statement. We incorporate by reference in this Registration Statement the following information (other than,
in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):
| (d) | The Company’s Current Reports on Form 8-K, filed with the Commission on February 7, 2024,
February 20, 2024, February 28, 2024 and May 10, 2024 (each, Commission File No. 001-38713, and in each case only
as to the information “filed” with the Commission thereunder for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and not as to information “furnished” thereunder); and |
| (d) | The description of the Company’s common stock, par value $0.01 per share (the “Common Stock”),
contained in Exhibit 4.5 to its Annual Report on Form 10-K for the fiscal year ended December 28, 2019, filed with the
Commission on February 18, 2020 (Commission File No. 001-38713), and any other amendment or report filed for the purpose of
updating such description. |
We also incorporate by reference
each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) on or after the date of this Registration Statement and prior to the termination of the offerings
under this Registration Statement. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. We will not, however, incorporate by reference in
this Registration Statement any documents or portions thereof that are not deemed “filed” with the SEC, including any information
furnished pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after the date of this prospectus unless, and except
to the extent, specified in such Current Reports.
| Item 4. | Description of Securities |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel |
The validity of the issuance
of Common Stock registered hereby is passed on for the Company by Bryan C. Barksdale. Mr. Barksdale is the Senior Vice President,
Chief Legal Officer and Secretary of the Company and is compensated by the Company as an employee. Mr. Barksdale owns or has the
right to acquire an aggregate of less than 1% of the Company’s common stock and is eligible to receive awards under the Plan.
| Item 6. | Indemnification of Directors and Officers |
Section 145 of the DGCL
provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including
attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with specified actions,
suits, and proceedings, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification extends only to expenses, including attorneys' fees, actually and reasonably incurred in connection
with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification
that may be granted by a corporation's certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement,
or otherwise. Our amended and restated bylaws provide for the indemnification of officers and directors of our Company consistent with
Section 145 of the DGCL.
Our amended and restated certificate
of incorporation limits the liability of our directors for monetary damages for a breach of fiduciary duty as a director to the fullest
extent permitted by the DGCL. Consequently, our directors are not personally liable to us or our stockholders for monetary damages for
any breach of fiduciary duties as directors, except liability for: (i) any breach of their duty of loyalty to our company or our
stockholders; (ii) any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; (iii) unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or (iv) any transaction
from which they derived an improper personal benefit. In addition, our amended and restated certificate of incorporation provides that
we (i) will indemnify any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact
that he or she is or was one of our directors or officers or, while a director or officer, is or was serving at our request as a director,
officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan,
or other enterprise and (ii) must advance expenses paid or incurred by a director, or that such director determines are reasonably
likely to be paid or incurred by him or her, in advance of the final disposition of any action, suit, or proceeding upon request by him
or her.
Any amendment to, or repeal
of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission, or claim that occurred
or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors
of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.
We have entered into indemnification
agreements with our directors, executive officers and certain other officers and agents pursuant to which they are provided indemnification
rights that are broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements generally
require us, among other things, to indemnify our directors, executive officers, and certain other officers and agents against liabilities
that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred
by the directors, executive officers, and certain other officers and agents in investigating or defending any such action, suit, or proceeding.
We believe that these agreements are necessary to attract and retain qualified individuals to serve on our behalf.
The limitation of liability
and indemnification provisions that are included in our amended and restated certificate of incorporation, amended and restated bylaws,
and the indemnification agreements that we enter into with our directors, executive officers, and certain other officers and agents may
discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duties. They may also
reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit
us and other stockholders. Further, a stockholder's investment may be adversely affected to the extent that we pay the costs of settlement
and damage awards against directors and officers as required by these indemnification provisions. At present, we are not aware of any
pending litigation or proceeding involving any person who is or was one of our directors, executive officers, and certain other officers
and agents or is or was serving at our request as a director, officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in
claims for indemnification.
We have obtained insurance policies
under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising
from claims made for breach of fiduciary duty or other wrongful acts as a director or executive officer and to us with respect to payments
that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter
of law. We have also entered into additional and enhanced insurance arrangements to provide coverage to our directors and executive officers
against loss arising from claims relating to public securities matters.
Certain of our non-employee
directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in
their capacity as members of our Board of Directors.
The underwriting agreement
will provide for indemnification by the underwriters of us and our officers, directors, and employees for certain liabilities arising
under the Securities Act or otherwise.
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the
foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
| Item 7. | Exemption from Registration Claimed |
Not applicable.
See the attached Exhibit Index at page 8,
which is incorporated herein by reference.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
| (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
| (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8,
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
| Exhibit
Number | Description of Exhibit |
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Austin, State of Texas, on June 13, 2024.
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YETI Holdings, Inc. |
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|
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By: |
/s/ Bryan C. Barksdale |
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|
Bryan C. Barksdale |
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|
Senior Vice President, Chief Legal Officer and Secretary |
POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Matthew J. Reintjes and Bryan C. Barksdale, and each of them, acting individually, as his or her
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for him or her and in his
or her name, place, and stead, in any and all capacities, any and all amendments (including post-effective amendments, exhibits thereto
and other documents in connection therewith) to this Registration Statement as the attorney-in-fact and to file or cause to be filed the
same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents
and their substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Matthew J. Reintjes |
|
President and Chief Executive Officer, Director |
|
June 13, 2024 |
| Matthew J. Reintjes |
|
(Principal Executive Officer) |
|
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| /s/ Michael J. McMullen |
|
Senior Vice President, Chief Financial Officer and Treasurer |
|
June 13, 2024 |
| Michael J. McMullen |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
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| /s/ Elizabeth L. Axelrod |
|
Director |
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June 13, 2024 |
| Elizabeth L. Axelrod |
|
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| /s/ Alison Dean |
|
Director |
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June 13, 2024 |
| Alison Dean |
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| /s/ Frank D. Gibeau |
|
Director |
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June 13, 2024 |
| Frank D. Gibeau |
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| /s/ Robert A. Katz |
|
Director |
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June 13, 2024 |
| Robert A. Katz |
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| /s/ Mary Lou Kelley |
|
Director |
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June 13, 2024 |
| Mary Lou Kelley |
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| /s/ Dustan E. McCoy |
|
Director |
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June 13, 2024 |
| Dustan E. McCoy |
|
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| /s/ Robert K. Shearer |
|
Director |
|
June 13, 2024 |
| Robert K. Shearer |
|
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|
|
EXHIBIT 5
[YETI Holdings, Inc. Letterhead]
June 13, 2024
YETI Holdings, Inc.
7601 Southwest Parkway
Austin, TX 78735
Re: Registration
of Securities of YETI Holdings, Inc.
Ladies and Gentlemen:
In connection with the registration of up to 3,500,000
shares of Common Stock of YETI Holdings, Inc., a Delaware corporation (the “Company”), par value $0.01 per share (the
“Shares”), under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the “Registration
Statement”), filed with the Securities and Exchange Commission on or about the date hereof, such Shares to be issued or delivered
pursuant to the YETI Holdings, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”), you have requested my opinion
set forth below.
In my capacity as counsel, I have examined
originals or copies of those corporate and other records of the Company I considered appropriate.
On the basis of such examination and my consideration
of those questions of law I considered relevant, and subject to the limitations and qualifications in this opinion, I am of the opinion
that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance
with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the
Plan, and upon payment for and delivery of the Shares as contemplated in accordance with the Plan, and either (a) the countersigning
of the certificate or certificates representing the Shares by a duly authorized signatory of the registrar for the Company’s Common
Stock, or (b) the book-entry of the Shares by the transfer agent for the Company’s Common Stock in the name of The Depository
Trust Company or its nominee, the Shares will be validly issued, fully paid and non-assessable.
I consent to your filing this opinion as an exhibit
to the Registration Statement.
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Respectfully submitted, |
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|
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/s/ Bryan C. Barksdale |
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Bryan C. Barksdale |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of YETI Holdings, Inc. of our report dated February 26, 2024 relating to the financial statements
and the effectiveness of internal control over financial reporting, which appears in YETI Holdings, Inc.’s Annual Report on
Form 10-K for the year ended December 30, 2023.
/s/ PricewaterhouseCoopers LLP
Austin, Texas
June 13, 2024
EXHIBIT 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
YETI Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
Security Class
Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per
Unit(2) |
Maximum
Aggregate
Offering
Price(2) |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Common Stock, par value of $0.01 per share, issuable pursuant to the Registrant’s 2024 Equity and Incentive Compensation Plan |
Rule 457(c)
and Rule
457(h) |
3,500,000 |
$42.41 |
$148,417,500 |
0.0001476 |
$21,906.42 |
| Total Offering Amounts |
|
$148,417,500 |
|
$21,906.42 |
| Total Fee Offsets |
|
|
|
$0 |
| Net Fee Due |
|
|
|
$21,906.42 |
(1)
This Registration Statement covers, in addition to the number of shares of YETI Holdings, Inc., a Delaware corporation (the
“Company” or the “Registrant”), common stock, par value $0.01 per share (the “Common Stock”), stated
above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of
shares, options and rights that may be offered or issued pursuant to the YETI Holdings, Inc. 2024 Equity and Incentive Compensation
Plan (the “Plan”) as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock
splits, stock dividends, recapitalizations or similar transactions.
(2) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering
price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s common
stock as reported on the New York Stock Exchange on June 10, 2024, in accordance with Rule 457(c) of the Securities Act.
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