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): October 30, 2019

 

 

MasterCraft Boat Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

(423) 884-2221

(Registrant’s telephone number, including area code)

Not applicable

(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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☑

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On October 28, 2019, Terry McNew, Director, President and Chief Executive Officer of MasterCraft Boat Holdings, Inc. (the “Company”) submitted his resignation as President and Chief Executive Officer and as a director of the Company, effective October 30, 2019. Mr. McNew’s resignation was not a result of a disagreement with the Company on any matters related to its operations, policies or practices.

 

On October 30, 2019, the Board of Directors accepted Mr. McNew’s resignation and appointed Frederick A. Brightbill, Chairman of the Company’s Board of Directors, to serve as the Company’s interim Chief Executive Officer, effective immediately.

 

The Company issued a press release today announcing Mr. McNew’s resignation and the appointment of Mr. Brightbill as interim Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

In connection with his appointment as interim Chief Executive Officer, the Company entered into a letter agreement (the “Agreement”) with Mr. Brightbill regarding the terms of his employment as interim Chief Executive Officer, a copy of which is attached hereto as Exhibit 10.1.

 

Pursuant to the Agreement, Mr. Brightbill became the interim Chief Executive Officer effective October 30, 2019 and will serve as an “at will” employee until a permanent Chief Executive Officer is hired. While serving as interim Chief Executive Officer, Mr. Brightbill will receive, in addition to his usual compensation as a director of the Company, (a) a base salary of $50,000 per month, less applicable taxes and withholding, payable in accordance with the Company’s normal payroll cycle (b) a cash bonus of $10,000 per month served as interim Chief Executive Officer, subject to adjustment by the Compensation Committee based on his performance as interim Chief Executive Officer, payable at the end of his service as interim Chief Executive Officer (provided he remains employed by the Company as interim Chief Executive Officer through the final date established by the Board of Directors) and (c) a one-time grant of 15,000 shares of restricted stock (with terms substantially similar to annual director grants, including a one-year vesting period). Additionally, Mr. Brightbill will be reimbursed for all eligible business expenses incurred as interim Chief Executive Officer.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)    Exhibits

 

The following exhibit is being furnished as part of this report:

 

 

 

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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.

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

Frederick A. Brightbill

31177 North 117th Drive

Peoria AZ 85383

October 30, 2019

Dear Fred,

This letter agreement confirms your employment as Interim Chief Executive Officer (“Interim CEO”) of MasterCraft Boat Holdings, Inc. (the “Company”), effective as of October 30, 2019. As Interim CEO, your employment with the Company will be “at will” and, as such, may be terminated at any time, by either you or the Company, with or without advance notice or cause.

While you are Interim CEO, the Company will continue its search for a permanent Chief Executive Officer.

Beginning October 30, 2019, and so long as you are Interim CEO:

Please acknowledge acceptance of the foregoing by executing the letter below and returning it to my attention. Please retain a copy for your records.

 

Sincerely,

 

/s/ PETER G. LEEMPUTTE

Peter G. Leemputte

Chair, Compensation Committee

 

                                                                                         Exhibit 99.1

 

MasterCraft Boat Holdings, Inc., Announces Leadership Transition

Board Chair Frederick Brightbill Appointed Interim Chief Executive Officer

Terry McNew Steps Down as President and Chief Executive Officer

 

VONORE, Tenn. – October 30, 2019 – MasterCraft Boat Holdings, Inc. (NASDAQ: MCFT) (the “Company”), parent entity of MasterCraft, NauticStar and Crest, today announced that its Board of Directors has appointed current Board Chair, Frederick A. Brightbill, as Interim Chief Executive Officer, effective immediately. Brightbill’s appointment follows Terry McNew’s decision to step down as President, Chief Executive Officer and a Director of the Company to pursue an opportunity outside of the boating industry. Brightbill is expected to serve until the Company completes a search and appoints a new Chief Executive Officer.

 

“On behalf of the Board and the entire organization, I would like to thank Terry for his leadership, steadfast dedication and service to MasterCraft over the past seven years,” said Brightbill. “I am excited to take on the role of Interim CEO and work alongside MasterCraft’s long-tenured, industry-veteran leadership team and seasoned and dedicated employees responsible for driving the Company’s culture of innovation, operational excellence and continuous improvement.”

 

Brightbill, a boating industry veteran, is a Principal of Brightbill Advisors, a management consulting firm, and has served as a member of the Company’s Board of Directors since 2009. He previously served as Principal at Vantage Development and JB Acquisitions. Prior to that, Brightbill served as President of the Aluminum Boat Group at Brunswick Corporation and in various leadership roles at Mercury Marine, including President of the Outboard Business Unit and Integrated Operations Division. He graduated with a B.S. in Finance from the University of Illinois at Urbana-Champaign and received his M.B.A. from the University of Chicago.

 

While Brightbill assumes the role of Interim CEO effective immediately, McNew will remain with the Company through November 8 to ensure a seamless transition. The Company’s Board is engaging an executive search firm to assist in finding a permanent successor to McNew.

 

Concluded Brightbill, “As a Board, we’re confident in the Company’s ability to continue to perform through this transition and we remain bullish on the long-term prospects of both the markets we serve and the brands we own. We look forward to updating you on our progress during our fiscal 2020 first-quarter earnings call on November 7^th.”

 

About MasterCraft Boat Holdings, Inc.

Headquartered in Vonore, Tenn., MasterCraft Boat Holdings, Inc. (NASDAQ: MCFT) is a leading innovator, designer, manufacturer and marketer of recreational powerboats through its four brands, MasterCraft, NauticStar, Crest and Aviara. Through these four

 

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brands, MasterCraft Boat Holdings has leading market share positions in three of the fastest growing segments of the powerboat industry – performance sport boats, outboard saltwater fishing and pontoon boats – while entering the large, growing luxury day boat segment. For more information about MasterCraft Boat Holdings, and its four brands, visit: Investors.MasterCraft.com, www.MasterCraft.com, www.NauticStarBoats.com, www.CrestPontoonBoats.com, and www.AviaraBoats.com.

 

Forward-Looking Statements

This press release includes forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Forward-looking statements can often be identified by such words and phrases as “believes,” “anticipates,” “expects,” “intends,” “estimates,” “may,” “will,” “should,” “continue” and similar expressions, comparable terminology or the negative thereof, and include statements in this press release concerning our executive transition and our fiscal 2020 outlook and long-term prospects.

 

Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including general economic conditions, demand for our products, changes in consumer preferences, competition within our industry, our reliance on our network of independent dealers, our ability to manage our manufacturing levels and our large fixed cost base, the successful integration of Crest Marine, LLC into our business, recent changes to U.S. federal income tax law, the overall impact and interpretation of which remain uncertain, and the successful introduction of our new products. These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2019 and our other filings with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements. The discussion of these risks is specifically incorporated by reference into this press release.

 

Any such forward-looking statements represent management's estimates as of the date of this press release. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release. We undertake no obligation (and we expressly disclaim any obligation) to update or supplement any forward-looking statements that may become untrue or cause our views to change, whether because of new information, future events, changes in assumptions or otherwise. Comparison of results for current and prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

 

IR CONTACTS:

George Steinbarger

MasterCraft Boat Holdings, Inc.

Vice President, Business Development

(423) 884-7141

 

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George.Steinbarger@mastercraft.com

 

Matt Sullivan

Padilla

(612) 455-1709

Matt.Sullivan@padillaco.com