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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): February 14, 2025
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-34927 |
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57-6218917 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-34926 |
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20-3812051 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
301 Riverside Avenue, Second Floor, Westport, CT 06880
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203) 221-1703
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
| Shares representing beneficial interests in Compass Diversified Holdings |
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CODI |
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New York Stock Exchange |
| Series A Preferred Shares representing beneficial interests in Compass Diversified Holdings |
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CODI PR A |
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New York Stock Exchange |
| Series B Preferred Shares representing beneficial interests in Compass Diversified Holdings |
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CODI PR B |
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New York Stock Exchange |
| Series C Preferred Shares representing beneficial interests in Compass Diversified Holdings |
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CODI PR C |
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New York Stock Exchange |
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).
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Emerging growth company |
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Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
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. o On February 14, 2025, James J. Bottiglieri notified Compass Diversified Holdings (NYSE: CODI) and the Board of Directors (the “Board”) of Compass Group Diversified Holdings LLC (the “Company” and, together with Compass Diversified Holdings, “CODI”) that he would not be standing for re-election as a director of the Company at CODI’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”) due to his retirement. The decision by Mr. Bottiglieri not to stand for re-election was not a result of any disagreement with CODI or the Board. Mr. Bottiglieri will continue to serve as a director, and as a member of each of the Board’s Nominating & Corporate Governance Committee and Audit Committee up and until the 2025 Annual Meeting.
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure
On February 19, 2025, CODI issued a press release regarding the changes to its Board, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information under this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information or exhibits be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Description |
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| 99.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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| Date: February 19, 2025 |
COMPASS DIVERSIFIED HOLDINGS |
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By: |
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/s/ Stephen Keller |
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Stephen Keller |
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Regular Trustee |
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.
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| Date: February 19, 2025 |
COMPASS GROUP DIVERSIFIED HOLDINGS LLC |
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By: |
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/s/ Stephen Keller |
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Stephen Keller |
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Chief Financial Officer |
EX-99.1
2
pressreleaseofcodidated219.htm
EX-99.1
Document
Exhibit 99.1
Compass Diversified Director James Bottiglieri Announces Retirement
Westport, Conn., February 19, 2025 - Compass Diversified Holdings (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market businesses, announced today that current director James J. Bottiglieri (“Jim”) advised the Board of Directors (the “Board”) on February 14, 2025 that he plans to retire prior to the Company’s 2025 annual shareholders meeting (the “2025 Annual Meeting”). Mr. Bottiglieri will remain on the Company’s Board and as a member of each of the Company’s Nominating and Corporate Governance Committee and Audit Committee up and until the Company’s 2025 Annual Meeting. Mr. Bottiglieri joined the Board in December of 2005. He served as the Company’s Chief Financial Officer and as an Executive Vice President of the Company’s Manager from 2005 to 2013. The Company does not currently intend to fill the Board vacancy created by Mr. Bottiglieri’s retirement.
Elias Sabo, CEO of CODI, commented: “It has been an absolute honor and privilege to work with Jim over the past 20 years. He has been a great leader, director, mentor, and friend. It is difficult to measure the many contributions Jim has made to our organization, beginning with our initial public offering in 2006. His accounting expertise and superior integrity were fundamental in establishing the groundwork we rely on today to ensure strong financial controls and provide transparency to our shareholders. On behalf of our entire organization, I want to express our sincere gratitude to Jim for his years of dedicated service and wish him all the best following his retirement.”
Larry Enterline, Board Chair, added: “I am happy for Jim to have the opportunity to enjoy a well-earned retirement. Jim is a consummate professional and has worked collaboratively during his tenure to pass along his significant institutional knowledge and assist with the development of the next generation of Board leadership. Although Jim will be missed, his retirement is the culmination of a years-long strategy to refine CODI’s Board and recruit and retain a highly capable group of leaders who are well-equipped to oversee our business and represent the interests of our shareholders.”
Jim Bottiglieri stated: “I am grateful for the opportunities I’ve been afforded during my tenure with CODI. Being able to support this unique organization through its transformational growth over the past 20 years has been a highlight of my career. At its core, CODI is an organization comprised of exceptional people and has many exciting opportunities for growth in the years ahead.”
About Compass Diversified
Since its IPO in 2006, CODI has consistently executed its strategy of owning and managing a diverse set of highly defensible, middle-market businesses across the branded consumer, industrial, healthcare, and critical outsourced services sectors.
The Company leverages its permanent capital base, long-term disciplined approach, and actionable expertise to maintain controlling ownership interests in each of its subsidiaries, maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and has consistently generated strong returns through its culture of transparency, alignment and accountability. For more information, please visit compassdiversified.com.
Forward Looking Statements
This press release contains certain 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, including statements with regard to the expectations related to the future performance of CODI. Words such as "believes," "expects," “will,” “anticipates,” “intends,” “continue,” "projects," “potential,” “assuming,” and "future" or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions, some of which are not currently known to CODI. In addition to factors previously disclosed in CODI’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements: changes in the economy, financial markets and political environment; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, natural disasters, social, civil and political unrest or the COVID-19 pandemic; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); general considerations associated with the COVID-19 pandemic and its impact on the markets in which we operate; and other considerations that may be disclosed from time to time in CODI’s publicly disseminated documents and filings. Further information regarding CODI and factors which could affect the forward-looking statements contained herein can be found in CODI’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Forward-looking statements speak only as of the date they are made. Except as required by law, CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations
Compass Diversified
irinquiry@compassdiversified.com
Gateway Group
Cody Slach
949.574.3860
CODI@gateway-grp.com
Media Relations
Compass Diversified
mediainquiry@compassdiversified.com
The IGB Group
Leon Berman
212.477.8438
lberman@igbir.com