YETI Holdings, Inc. has entered into a Cooperation Agreement with Engaged Capital, LLC, which includes the appointment of two new independent directors, Arne Arens and J. Magnus Welander, to its Board of Directors. Their appointments will be effective by March 24, 2025, with Arens serving in Class II until the 2026 Annual Meeting and Welander in Class III until the 2027 Annual Meeting.

As part of the agreement, Engaged Capital has withdrawn its prior director nominations and agreed to certain voting and standstill provisions, including restrictions on acquiring more than 9.9% of YETI’s outstanding shares and limitations on proxy solicitations or shareholder proposals. Both new directors will also be appointed to one of YETI’s board committees by May 1, 2025.

Additionally, YETI will enter into standard indemnification agreements with the new directors, and they will receive compensation consistent with other non-employee board members. The company has filed the Cooperation Agreement and an official press release with the U.S. Securities and Exchange Commission.