LAZY Lazydays Holdings Inc

 

 

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): June 9, 2024

 

LAZYDAYS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-38424		82-4183498
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

4042 Park Oaks Blvd., Suite 350, Tampa, Florida		33610
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code

(813) 246-4999

 

N/A

(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 (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		LAZY		Nasdaq Capital Market

 

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. ☐

 

 

 

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

 

On June 9, 2024, Christopher Shackelton informed the Board of Directors (the “Board”) of Lazydays Holdings, Inc., a Delaware corporation (the “Company”), of his decision to step down as a director (and also as Chairman of the Board), effective immediately. Mr. Shackelton’s decision to retire was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On June 9, 2024, Robert DeVincenzi, a member of the Board since October 2021, was elected as Chairman of the Board by the remainder of the Board.

 

Decrease in the Size of the Board

 

Also as of June 9, 2024, the Board determined that the size of the Board will be reduced to seven directors upon the retirement of Mr. Shackelton.

 

Item 7.01 Regulation FD Disclosure.

 

On June 10, 2024, the Company issued a press release announcing the changes to the Board described above in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Index

 

Exhibit No.		Description
99.1		Press Release issued by Lazydays Holdings, Inc., dated June 10, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

	LAZYDAYS HOLDINGS, INC.
June 10, 2024	By	/s/ Kelly Porter
Date		Kelly Porter
		Chief Financial Officer

 

 

 

Exhibit 99.1

 

LAZYDAYS APPOINTS ROBERT DEVINCENZI AS CHAIRMAN OF THE BOARD

 

Christopher Shackelton to Step Down as a Director Following Six Years of Board Leadership

 

TAMPA, Fla., June 10, 2024 — Lazydays Holdings, Inc. (NasdaqCM: GORV) (“Lazydays”) today announced that lead independent director and former interim-CEO Robert DeVincenzi has been appointed Chairman of the Board of the Directors (the “Board”), effective June 9, 2024. Mr. DeVincenzi succeeds Christopher Shackelton, Managing Partner of Coliseum Capital Management LLC (“Coliseum”), who has made the decision to step down as a director. Following these changes, the Board will be comprised of seven directors, six of whom are independent.

 

“I am honored to be named Board Chairman at this pivotal time for Lazydays,” said Mr. DeVincenzi. “Lazydays has grown into one of the largest RV dealers in the country, with an iconic brand that we believe is synonymous with premium customer service and strong partnerships with leading OEMs. I look forward to continuing to work closely with my fellow directors to advise John North and other members of management on the execution of their strategic plan designed to harness the power and scale of the Lazydays platform, drive operational excellence, and create sustainable value for shareholders.”

 

Mr. DeVincenzi added, “On behalf of the Board, I would like to extend our gratitude to Chris for his dedicated service to Lazydays over the past six years. He and Coliseum have acted as thoughtful and strategic partners to the business, and thanks in large part to their support and guidance, Lazydays has established a strong foundation upon which to build.”

 

Mr. Shackelton concluded, “Robert is an experienced executive and director with a thorough understanding of the opportunities and challenges facing Lazydays today. As Lazydays’ largest shareholder, Coliseum remains a supportive partner of John, the entire Board and the management team as they navigate the current economic environment and position the business for long-term success.”

 

Mr. DeVincenzi was appointed to the Board as lead independent director in October 2021, and served as Interim CEO of Lazydays from January 2022 to September 2022. Mr. DeVincenzi currently serves as non-executive Chairman of the Board of Directors of Universal Technical Institute (NYSE: UTI), a nationwide provider of technical education and training, and is a principal partner in Lupine Venture Group, a business advisory firm that provides strategic consulting and corporate development advisory services. Earlier in his career, Mr. DeVincenzi served as a director as well as President and CEO of Redflex Holdings Limited (ASX: RDF) and director, President and CEO of Lasercard Corporation (Nasdaq: LCRD). He received a Master of Arts degree from Gonzaga University in Organizational Leadership and a Bachelor of Science degree in Business Administration from California State University, San Luis Obispo.

 

About Lazydays

 

Lazydays has been a prominent player in the RV industry since our inception in 1976, earning a stellar reputation for delivering exceptional RV sales, service, and ownership experiences. Our commitment to excellence has led to enduring relationships with RVers and their families who rely on us for all of their RV needs.

 

With a strategic approach to rapid expansion, we are growing our network through both acquisitions and new builds. Our wide selection of RV brands from top manufacturers, state-of-the-art service facilities, and an extensive range of accessories and parts ensure that Lazydays is the go-to destination for RV enthusiasts seeking everything they need for their journeys on the road. Whether you’re a seasoned RVer or just starting your adventure, our dedicated team is here to provide outstanding support and guidance, making your RV lifestyle truly extraordinary.

 

Lazydays is a publicly listed company on the Nasdaq stock exchange under the ticker “GORV.”

 

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements regarding its goals, plans, projections and guidance regarding its financial position, results of operations, market position, pending and potential future acquisitions and business strategy, and often contain words such as “project,” “outlook,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “may,” “seek,” “would,” “should,” “likely,” “goal,” “strategy,” “future,” “maintain,” “continue,” “remain,” “target” or “will” and similar references to future periods. Examples of forward-looking statements in this press release include, among others, statements regarding the execution of management’s strategic plan and the Board and management positioning the business for long-term success.

 

By their nature, forward-looking statements involve risks and uncertainties because they relate to events that depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance, and its actual results of operations, financial condition and liquidity and development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements in this press release. The risks and uncertainties that could cause actual results to differ materially from estimated or projected results include, without limitation, future economic and financial conditions (both nationally and locally); changes in customer demand; the Company’s relationship with, and the financial and operational stability of, vehicle manufacturers and other suppliers; risks associated with the Company’s indebtedness (including available borrowing capacity, compliance with financial covenants and ability to refinance or repay indebtedness on favorable terms); acts of God or other incidents which may adversely impact the Company’s operations and financial performance; government regulations; legislation; and the risk factors discussed in “Part I, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and from time to time in the Company’s other filings with the SEC.

 

Contact:

 

investors@lazydays.com

 

 

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Cover	Jun. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 09, 2024
Entity File Number	001-38424
Entity Registrant Name	LAZYDAYS HOLDINGS, INC.
Entity Central Index Key	0001721741
Entity Tax Identification Number	82-4183498
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4042 Park Oaks Blvd.
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33610
City Area Code	813
Local Phone Number	246-4999
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	LAZY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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