Traeger, Inc.
For the period ended Jun 9, 2026. Filed Apr 27, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 9, 2026 · Filed Apr 27, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Traeger, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
TRAEGER, INC.
533 SOUTH 400 WEST
SALT LAKE CITY, UTAH 84101
Fellow Stockholders,
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Traeger, Inc. at
8:30 a.m. Mountain Time, on Tuesday, June 9, 2026. The Annual Meeting will be a completely virtual meeting, which will
be conducted via live webcast.
The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual
Meeting. Please see the section entitled “Who can attend the Annual Meeting?” on page 58 of the proxy statement for
more information about how to attend the meeting online.
Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the
Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you
received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed
envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet
Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have
received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to
attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.
At the heart of our brand is a passionate and engaged community called the Traegerhood, which includes everyone from
casual grillers to competition pitmasters and professional chefs. We believe our potential market opportunity is significant
and that our ability to grow within the outdoor grill market is unrivaled. We see opportunities to meaningfully increase
awareness of the Traeger brand and to expand our integrated, connected cooking platform with new technologies and
experiences. Together with the Traegerhood, we are disrupting home cooking.
In 2025, we executed against our strategic priorities in a challenging operating environment. We closed the year with
revenue above the high end of our guidance range and Adjusted EBITDA in the upper half of our guidance range. We
took deliberate actions to navigate tariff pressure, protect profitability, and simplify the business (including through our
Project Gravity initiative) in ways that we believe strengthened our foundation for the long term. As we move into 2026, we
are executing with discipline to focus the business on our highest-return opportunities, while continuing to invest behind
product innovation and brand. We believe these actions are positioning Traeger for stronger long-term performance.
Our Board of Directors continues to play a key role in overseeing this transformation of our business. This year, we
engaged in a comprehensive evaluation process to identify areas of improvement, engage in ongoing director education,
and ensure that our Board of Directors is functioning effectively in overseeing management as it continues to execute
against our strategic pillars.
We believe our employees are the foundation of our success and work to provide them with a world-class experience
through competitive compensation; comprehensive benefits and retirement plans; a flexible workplace policy; health and
safety training programs; and job skills, compliance, and leadership trainings. We are proud of the strides we continue to
make towards our sustainability and corporate responsibility goals to create an even more sustainable way of bringing
people together to create a more flavorful world.
Our confidence in the long-term potential of our brand remains as high as ever. On behalf of our Board of Directors
and the Traegerhood, thank you for your continued trust and support in Traeger, and we look forward to seeing you at
the meeting.
Sincerely,
Jeremy Andrus
CEO and Chairman of the Board
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
MEETING DETAILS
| DATETuesday, June 9, 2026 | TIME8:30 a.m. Mountain Time | PLACEVirtually Online |
|---|
The Annual Meeting of Stockholders (the “Annual Meeting”) of Traeger, Inc., a Delaware corporation (the “Company”), will
be held at 8:30 a.m. Mountain Time on Tuesday, June 9, 2026. The Annual Meeting will be a completely virtual meeting,
which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions
during the meeting by visitingwww.virtualshareholdermeeting.com/COOK2026 and entering your 16-digit control number
included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that
accompanied your proxy materials.
THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING
PURPOSES:
| 1 | Elect Martin Eltrich and Steven Richman as Class II directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successor shall have been duly elected and qualified; |
| 2 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3 | Transact any other business as may properly come before the Annual Meeting or any continuation, adjournment or postponement thereof. |
Holders of record of our common stock as of the close of business on April 13, 2026 are entitled to notice of and to vote
at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such
stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for
a purpose germane to the meeting during ordinary business hours at the Company’s principal executive offices. The
Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the
Annual Meeting.
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you
plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the
Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date, and
mail the proxy card in the enclosed return envelope.
Notice of Annual Meeting of Stockholders
Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of
further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you
desire to do so, as your proxy is revocable at your option.
By Order of the Board of Directors,
Courtland Astill
General Counsel & Corporate Secretary
Salt Lake City, Utah
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date, and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| Information About This Proxy Statement | 1 |
| PROXY SUMMARY | 3 |
| Voting Matters and Board Recommendations | 3 |
| Ways to Vote | 3 |
| Meeting Details | 3 |
| CORPORATE RESPONSIBILITY | 5 |
| Environmental Sustainability | 5 |
| Taking Care of Our People | 6 |
| Inclusion and Belonging | 7 |
| Human Rights | 7 |
| Responsible Sourcing | 8 |
| Workplace & Product Safety | 9 |
| Giving Back to the Community | 10 |
| Data Privacy & Security | 10 |
| Product Marketing | 11 |
| Looking Ahead | 11 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 12 |
| Vote Required | 13 |
| Board Nominees | 13 |
| Director Biographies | 14 |
| Continuing Members of the Board of Directors | 15 |
| Director Snapshot | 19 |
| Board Skills Matrix | 20 |
| EXECUTIVE OFFICERS | 22 |
| CORPORATE GOVERNANCE | 23 |
| General | 23 |
| Board Composition | 23 |
| Stockholders Agreements | 23 |
| Controlled Company Exemption | 25 |
| Director Independence | 25 |
| Executive Sessions | 25 |
| Director Candidates | 25 |
Table of Contents
| Communications from Interested Parties | 26 |
|---|---|
| Board Leadership Structure and Role in Risk Oversight | 26 |
| Code of Business Conduct and Ethics | 27 |
| Insider Trading Policy | 27 |
| Compensation Committee Interlocks and Insider Participation | 28 |
| Attendance by Members of the Board of Directors at Meetings | 28 |
| COMMITTEES OF THE BOARD | 29 |
| Audit Committee | 29 |
| Compensation Committee | 30 |
| Nominating and Corporate Governance Committee | 31 |
| DIRECTOR COMPENSATION | 32 |
| 2025 Director Compensation Table | 32 |
| Director Deferred Compensation Plan | 34 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 35 |
| DELINQUENT SECTION 16(A) REPORTS | 37 |
| EXECUTIVE COMPENSATION | 38 |
| Summary Compensation Table | 38 |
| Narrative to Summary Compensation Table | 39 |
| Executive Compensation Arrangements | 41 |
| Other Elements of Compensation | 43 |
| Outstanding Equity Awards at Fiscal Year-End | 45 |
| CIC Severance Plan | 46 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 48 |
| Policies and Procedures for Related Person Transactions | 48 |
| Relationships and Transactions with Directors, Executive Officers and Significant Stockholders | 48 |
| STOCKHOLDERS’ PROPOSALS | 52 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 53 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 55 |
| Independent Registered Public Accounting Firm Fees and Other Matters | 55 |
| Audit Committee Pre-Approval Policy and Procedures | 56 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS | 58 |
| OTHER BUSINESS | 63 |
| SOLICITATION OF PROXIES | 64 |
Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements
include all statements other than statements of historical fact, including but not limited to statements regarding our goals,
commitments, strategies, including with respect to corporate responsibility, and our executive compensation program.
Additionally, our disclosures, including our corporate responsibility disclosures, are subject to various considerations,
including responding to various evolving standards and stakeholder expectations. Therefore, our disclosures, including
our corporate responsibility disclosures, are not necessarily material for SEC reporting purposes. More information,
regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein,
may be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the
SEC on March 6, 2026, and in our subsequent filings with the SEC.
For the avoidance of doubt, neither the documents nor website references in this proxy statement, nor the materials
accessible by such references, are hereby incorporated by reference absent explicit language to the contrary.
| TRAEGER, INC. | 1 | 2026 Proxy Statement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.