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): ~~May~~June 1610, 2025

CROCS, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-51754

20-2164234

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

Identification No.)

500 Eldorado Blvd., Building 5

80021

Broomfield,

Colorado

~~80021~~

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (303) 848-7000

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:

☐ 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:

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

CROX

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.45) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

1Item 5.07. Submission of Matters to a Vote of Security Holders.

~~Item~~On 5June 10, 2025, Crocs, Inc.~~02.~~ ~~Departure~~(the of“Company”) ~~Directors~~held orits ~~Certain~~2025 ~~Officers;~~annual ~~Election~~meeting of ~~Directors;~~stockholders ~~Appointment~~(the “Annual Meeting”) as a virtual meeting online live via audio webcast. The results of ~~Certain~~the ~~Officers;~~matters ~~Compensatory~~submitted ~~Arrangements~~to a vote of ~~Certain~~the ~~Officers.~~stockholders at the Annual Meeting were as follows:

~~On May 16, 2025, the board of directors of Crocs, Inc.~~ (~~the “Company”~~a) ~~approved~~The anominees ~~change in title and responsibilities~~ for ~~Terence~~election ~~Reilly,~~as ~~effective~~Class ~~immediately.~~II ~~Mr.~~directors ~~Reilly’s title changed from Executive Vice President, Brand President for HEYDUDE,~~ to ~~Executive~~serve ~~Vice~~until ~~President,~~the ~~Chief~~2028 ~~Brand~~annual ~~Officer.~~meeting ~~Going~~of ~~forward,~~stockholders ~~Mr.~~or ~~Reilly~~until ~~will~~their ~~oversee~~successors ~~the~~are ~~marketing~~duly ~~and~~elected ~~communications functions for both the Crocs~~ and ~~HEYDUDE~~qualified, ~~brands. No changes to Mr. Reilly’s compensation~~ were ~~made~~elected inbased ~~connection~~on ~~with~~ the ~~change~~following ~~in his responsibilities.~~votes:

Mr. Reilly will continue to report to Chief Executive Officer, Andrew Rees, in his new role. In the meantime, Mr. Rees will serve as the interim President for the HEYDUDE brand until a permanent structure is announced.


Name of Nominee	Votes For	Votes Withheld	Broker Non-Votes
Ian M. Bickley	38,115,491	4,866,792	5,260,776
John B. Replogle	40,645,282	2,337,001	5,260,776
Douglas J. Treff	40,750,243	2,232,040	5,260,776

~~Item~~(b) ~~7.01.~~The ~~Regulation~~proposal FDto ~~Disclosure.~~ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was approved based on the following votes:

On May 21, 2025, the Company issued a press release announcing the leadership changes. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


Votes For	Votes Against	Votes Abstaining
47,514,221	696,043	32,795

(c) The proposal regarding the advisory vote to approve the compensation of the Company’s named executive officers was approved based on the following votes:


Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
41,906,246	998,623	77,414	5,260,776

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Crocs, Inc. press release dated May 21, 2025.
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.

	CROCS, INC.
Date: May 21, 2025	By:	/s/ Sara Hoverstock
Date: June 11, 2025	By:	/s/ Sara Hoverstock
		Sara Hoverstock
		Senior Vice President, General Counsel

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