Polaris Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Industrial Specialties
Consumer Discretionary
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
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(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||
(763 ) 542-0500
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(e) On May 1, 2025, Polaris Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). Proxies for matters to be voted upon at the Annual Meeting were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934, as amended. Four proposals were voted upon at the Annual Meeting. The proposals are described in detail in the proxy statement for the Annual Meeting (the "Proxy Statement"). Of the 55,900,510 shares of common stock outstanding on the record date of March 10, 2025, 50,198,597 shares were voted at the Annual Meeting. The final voting results and the votes used to determine the results for each proposal under the applicable voting standard (as disclosed in the Proxy Statement, including the treatment and effect of abstentions and broker non-votes) are set forth below.
1.The following nominees were elected as Class I members of the Board of Directors of the Company for three-year terms ending in 2028:
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Bernd F. Kessler | 32,472,351 | 8,308,887 | 389,687 | 9,027,672 | ||||||||||
| Lawrence D. Kingsley | 38,651,409 | 2,041,074 | 478,442 | 9,027,672 | ||||||||||
| Gwynne E. Shotwell | 39,145,881 | 1,607,024 | 418,020 | 9,027,672 | ||||||||||
The terms of the following directors continued after the Annual Meeting: George W. Bilicic, Gary E. Hendrickson, Gwenne A. Henricks, Kevin M. Farr, Darryl R. Jackson, Michael T. Speetzen, and John P. Wiehoff.
2.The compensation of the Company’s named executive officers was approved in a non-binding advisory vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 29,308,367 | 11,456,383 | 406,175 | 9,027,672 | ||||||||
3.The proposed amendment and restatement of the Company's Certificate of Incorporation (the "Proposed Restated Certificate") was not approved:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 40,027,280 | 803,324 | 340,321 | 9,027,672 | ||||||||
The Company's Certificate of Incorporation contains a definition of “cause” that specifies the types of activities that constitute cause for purposes of stockholder’s ability to remove directors from office. The Proposed Restated Certificate would have amended the Certificate of Incorporation to eliminate the definition of “cause.”
Although the Proposed Restated Certificate was not approved, the Company will not attempt to enforce the definition of “cause” in Article X, Paragraph 2 of the Certificate of Incorporation to the extent it would prevent stockholders from removing directors in a manner that would otherwise be permissible under Delaware law.
4.The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2025 was ratified:
| For | Against | Abstain | ||||||
| 47,717,145 | 2,126,562 | 354,890 | ||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
SIGNATURE
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 thereunto duly authorized.
| Date: | May 5, 2025 | |||||||
| POLARIS INC. | ||||||||
| /s/ Matthew S. Winings | ||||||||
| Matthew S. Winings | ||||||||
| Senior Vice President—General Counsel and Corporate Secretary | ||||||||