Yeti Holdings (1YN) Risk Analysis

Provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws may have the effect of delaying or preventing a change in control or changes in our management. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws: - provide that our Board of Directors is classified into three classes of directors;- prohibit stockholders from taking action by written consent;- provide that stockholders may remove directors only for cause, and only with the approval of holders of at least 66 2/3% of our then-outstanding common stock;- provide that the authorized number of directors may be changed only by resolution of the Board of Directors;- provide that all vacancies, including newly created directorships, may, except as otherwise required by law or as set forth in the Stockholders Agreement (as defined therein) be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;- provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder's notice;- restrict the forum for certain litigation against us to Delaware or the federal district courts of the United States, as applicable;- do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election);- provide that special meetings of our stockholders may be called only by the Chair of the Board of Directors, our CEO, or the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors;- provide that stockholders will be permitted to amend our Amended and Restated Bylaws only upon receiving at least 66 2/3% of the votes entitled to be cast by holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class; and - provide that certain provisions of our Amended and Restated Certificate of Incorporation may only be amended upon receiving at least 66 2/3% of the votes entitled to be cast by holders of all outstanding shares then entitled to vote, voting together as a single class. These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors, which is responsible for appointing the members of our management. In addition, we have opted out of the provisions of Section 203 of the General Corporation Law of the State of Delaware (the "DGCL"), which generally prohibit a Delaware corporation from engaging in any of a broad range of business combinations with any interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder. However, our Amended and Restated Certificate of Incorporation provides substantially the same limitations as are set forth in Section 203 but also provides that Cortec Group Fund V, L.P., our controlling stockholder at the time of our initial public offering, and its affiliates and any of their direct or indirect transferees and any group as to which such persons are a party do not constitute "interested stockholders" for purposes of this provision.

In recent years, public companies-including those in our industry-have experienced a significant increase in various forms of stockholder activism, such as direct engagement, public campaigns, letter-writing efforts, shareholder proposals, proxy contests, and unsolicited takeover bids. We have previously been, and may in the future be, the subject of such activities. Stockholder activism can be disruptive and may result in substantial costs, including legal, advisory, and public relations fees and expenses, regardless of the outcome. Activist campaigns may divert the attention of our Board of Directors, management, and employees from the execution of our business strategy and day-to-day operations. Activists may seek to effect changes in our governance, management, strategic direction, capital allocation, or business operations that may not align with the interests or strategies of all stockholders. Such campaigns can create actual or perceived uncertainties as to our future strategy, direction, or leadership. Any such uncertainties or concerns could result in the loss of potential business opportunities, harm our business and financial relationships, and harm our ability to attract or retain investors, customers and employees. In addition, activist campaigns-whether successful or net-may result in increased volatility in our stock price, negative publicity, or reputational harm, and may trigger or accelerate other adverse actions, such as litigation, regulatory inquiries, or short selling. Short sellers or other market participants may also attempt to manipulate public perception of YETI through selective disclosures, misinformation, or social media campaigns, which could further impact our stock price and reputation. Responding to activism or related campaigns may require significant time and resources from our management and Board, and there can be no assurance that we will be able to effectively respond to or mitigate the impact of such activities. Any of the foregoing could adversely affect our business, financial condition, results of operations, and the market price of our common stock. Responding to such matters may also strain our governance and risk management resources and exacerbate other risks described in this section.