Traeger Inc
For the period ended Dec 31, 2024. Filed Mar 7, 2025.
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FY2024 · Filed Mar 7, 2025
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Item 9B. Other Information
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
On March 5, 2025, Wayne Marino, a Class III director, resigned from the Board, and from the Audit Committee and the Nominating and Corporate Governance Committee of the Board for personal reasons, effective following the filing of this Annual Report. Mr. Marino’s resignation did not result from any disagreement with the Company.
On the same day, in order to achieve an equal balance of membership among the classes of directors, the Board determined to move Elizabeth C. Lempres from Class I with a term expiring at the 2025 Annual Meeting of Stockholders, to Class III, with a term expiring at the 2027 Annual Meeting of Stockholders. Accordingly, on the same date, Ms. Lempres, who was a Class I director, resigned as a director and was immediately elected by the Board as a Class III director. The resignation and re-election of Ms. Lempres was effected solely to rebalance the Board’s classes and, for all other purposes, Ms. Lempres’s service on the Board is deemed to have continued uninterrupted. The Board now consists of three Class I Directors, four Class II Directors, and three Class III Directors.
(b) Insider Trading Arrangements and Policies.
During the three months ended December 31, 2024, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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