YETI (YETI) 8-KYETI Appoints Frank Gibeau to Board of Directors

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

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2020, the Board of Directors (the “Board”) of YETI Holdings, Inc. (“YETI”) increased the size of the Board to nine members and appointed Frank D. Gibeau as a director to fill the resulting vacancy, effective immediately. Mr. Gibeau was assigned as a Class I director and will serve for an initial term ending at YETI’s 2022 Annual Meeting of Stockholders. The Board also appointed Mr. Gibeau to the Audit Committee of the Board, having determined that he satisfies all applicable requirements to serve on such committee.

Mr. Gibeau is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving YETI or any of its subsidiaries.

For his service on the Board as a non-employee director, Mr. Gibeau will receive compensation in the same manner as YETI’s other non-employee directors, including a pro-rated automatic initial restricted stock unit grant, in accordance with the YETI Non-Employee Director Compensation Policy, which was filed as Exhibit 10.20 to YETI’s Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission on September 27, 2018 (as amended, the “Registration Statement”).

YETI will enter into an indemnification agreement with Mr. Gibeau in substantially the same form as the Form of Director and Officer Indemnification Agreement, which was filed as Exhibit 10.21 to the Registration Statement.

A copy of the press release announcing Mr. Gibeau’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

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.