Outdoor Holding Company filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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. |
Resignation of Executive Vice President and Secretary
On September 10, 2025, Tod Wagenhals, who serves as the Executive Vice President and Secretary of Outdoor Holding Company (the “Company”), delivered notice to the Board of Directors of the Company (the “Board”) of his resignation from his position as the Secretary of the Company, effective immediately, and as the Executive Vice President of the Company, to be effective December 31, 2025 (the “Separation Date”). In connection with Mr. Wagenhals’ resignation as the Secretary of the Company, the Board appointed Jordan Christensen, the Company’s Chief Legal Officer, to the position of Secretary of the Company, effective immediately, to serve in such position in addition to his duties as Chief Legal Officer of the Company.
Entry into Separation Agreement
On September 16, 2025 (the “Execution Date”), in connection with Mr. Wagenhals’s resignation, the Company and Mr. Wagenhals entered into an Executive Separation Agreement (the “Separation Agreement”). The Separation Agreement contemplates Mr. Wagenhals’s separation from his role as Executive Vice President on the Separation Date. Pursuant to the Separation Agreement, Mr. Wagenhals will be entitled to receive certain separation benefits (collectively, the “Separation Compensation”), consisting of: (i) an aggregate cash separation payment (the “Cash Severance Payment”) equal to $230,000 (an amount equal to 12 months of Mr. Wagenhals’s annual base salary), which Cash Severance Payment will be paid on the Company’s first payroll date that occurs within a 15-day period following the Separation Date; (ii) reimbursement for all reimbursable business expenses due to Mr. Wagenhals; and (iii) a lump sum payment equal to the cash value of Wagenhals’s accrued and unused vacation, personal and other paid time-off balance as of the Separation Date. Provided that Mr. Wagenhals is eligible for and timely elects continuation coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Company agreed to pay the applicable COBRA premiums for a period of one month for Mr. Wagenhals and his family at the coverage levels in effect as of the Separation Date.
As consideration for the Separation Compensation, Mr. Wagenhals agreed to, among other things, a general release of claims in favor of the Company and to comply with customary confidentiality and non-disparagement covenants following his resignation. Mr. Wagenhals’s right to receive the Separation Compensation is contingent upon his timely execution, return, and non-revocation of a reaffirmation of the release of claims (the “Reaffirmation”), which Reaffirmation includes a general release of claims in favor of the Company with respect to the period between the Execution Date and the Separation Date.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Executive Separation Agreement, dated September 16, 2025, by and between Outdoor Holding Company and Tod Wagenhals. | |
| 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.
| OUTDOOR HOLDING COMPANY | ||
| Dated: September 16, 2025 | By: | /s/ [Paul J. Kasowski] |
| Paul J. Kasowski | ||
| Chief Financial Officer | ||