Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnDecember 11, 2019 , the Board of Directors (the "Board") ofCrocs, Inc. (the "Company"), pursuant to the Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, approved an increase of the size of the Board from eight directors to nine directors, and appointedBeth J. Kaplan to the Board, effectiveJanuary 1, 2020 .Ms. Kaplan will serve on the Board's Compensation Committee andGovernance and Nominating Committee . As compensation for her service on the Board,Ms. Kaplan will receive the Company's standard compensation for non-employee directors, including a pro-rated annual equity award. There are no understandings or arrangements with any person pursuant to whichMs. Kaplan was selected as a director, andMs. Kaplan is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K. The Board considered the independence ofMs. Kaplan under Nasdaq listing standards and concluded thatMs. Kaplan is an independent director under the applicable Nasdaq standards. OnDecember 16, 2019 , the Company issued a press release announcing the appointment ofMs. Kaplan , a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1Crocs, Inc. press release datedDecember 16, 2019 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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