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DEF 14A 1 vistaoutdoordef14afy2022.htm DEF 14A Document

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UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material under §240.14a-12

Vista Outdoor Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) pre Exchange Act Rule 14a-6(i)(1) and 0-11.

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VISTA OUTDOOR INC.

1 Vista Way

Anoka, MN 55303

June 10, 2022

Dear Stockholder:

You are invited to attend the 2022 virtual Annual Meeting of Stockholders of Vista Outdoor Inc. (the "Annual Meeting"), which will be held at 9:00 a.m. Central Daylight Time on Tuesday, July 26, 2022, via a live audio webcast on the Internet. You may attend the Annual Meeting, vote your shares online and submit any questions during the meeting by visiting www.virtualshareholdermeeting.com/VSTO2022.

The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the Annual Meeting. We have elected to take advantage of the "notice and access" rules of the Securities and Exchange Commission to furnish most of our stockholders with proxy materials over the Internet. These rules allow us to provide you with a Notice of Internet Availability of Proxy Materials ("Notice"), which includes the information you will need to access our proxy materials online, while reducing our printing and delivery costs.

Your vote on the proposals to be considered at the Annual Meeting is important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote your shares in advance of the meeting in order to make certain that you are represented at the meeting. You may vote over the Internet, as well as by telephone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card.

To attend the Annual Meeting online, you will need the 16-digit control number included in the Notice, on your proxy card (if you have requested printed proxy materials), or in the instructions provided by your bank, broker or other financial intermediary, if you hold your shares in "street name."


						Sincerely,

						Christopher T. Metz Chief Executive Officer

						Michael Callahan Chairman

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IMPORTANT NOTICE ABOUT THE 2022 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS


Date and Time:		Tuesday, July 26, 2022 at 9:00 a.m. Central Daylight Time
Access:		The Company will not hold an in-person Annual Meeting of Stockholders in 2022. Due to ongoing concerns related to COVID-19 and in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location at no cost, the Annual Meeting will be held virtually on the Internet via a live audio webcast only. Stockholders who wish to attend the virtual Annual Meeting on July 26, 2022 may access the meeting via the following link: www.virtualshareholdermeeting.com/VSTO2022 Stockholders accessing the link will then be prompted to enter the 16-digit control number included in their Notice of Internet Availability of Proxy Materials, on their proxy card (for those who have requested printed proxy materials), or in the instructions provided by their bank, broker or other financial intermediary (for those who hold their shares in "street name"). Once admitted to the Annual Meeting, stockholders will be able to vote their shares electronically and submit any questions during the meeting.
Items of Business:	• Elect Michael Callahan, Christopher T. Metz, Gerard Gibbons, Mark A. Gottfredson, Bruce E. Grooms, Tig H. Krekel, Gary L. McArthur, Frances P. Philip, Michael D. Robinson, Robert M. Tarola and Lynn M. Utter as directors of Vista Outdoor for a term of one year. • Approve, on a non-binding advisory basis, the compensation of Vista Outdoor's named executive officers, as disclosed in the accompanying proxy statement. • Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending March 31, 2023. • Transact any other business that may be properly brought before the meeting or any postponement or adjournment of the meeting.
Record Date:		June 2, 2022
Voting by Proxy:		It is important that your shares be represented and voted at the meeting. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read the accompanying proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail, the section entitled "FAQs About the Meeting and Voting" beginning on page 5 of the accompanying proxy statement or, if you requested to receive printed proxy materials, your enclosed proxy card or voting instruction card. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement.


			By Order of the Board of Directors,

			Dylan S. Ramsey General Counsel & Corporate Secretary

June 10, 2022


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			Page
Proxy Statement Summary			1
General Information			5
Corporate Governance at Vista Outdoor			11
Compensation Discussion and Analysis			23
Named Executive Officer Compensation Tables			43
Summary Compensation Table (202 2 , 202 1 and 20 20 )			44
Grants of Plan-Based Awards (202 2 ) Table			46
Outstanding Equity Awards at Fiscal Year-End (202 2 ) Table			48
Option Exercises and Stock Vested (202 2 ) Table			50
Nonqualified Deferred Compensation (202 2 ) Table			51
Potential Payments Upon Termination or Change In Control Table			52
Management Development and Compensation Committee Report			57
Audit Committee Report			58
CEO Pay Ratio			59
Director Compensation			60
Proposal 1 - Election of Directors			63
Proposal 2 - Advisory Vote to Approve the Compensation of Vista Outdoor's Named Executive Officers			64
Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm			65
Securities Authorized for Issuance Under Equity Compensation Plans			66
Security Ownership of Certain Beneficial Owners			67
Security Ownership of Directors and Executive Officers			68
Related Person Transactions			69
Fees Paid to Independent Registered Public Accounting Firm			70
Future Stockholder Proposals			71
Annual Report on Form 10-K			71
Annex A - Reconciliation of Certain non-GAAP Financial Measures
Proxy Card


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						This Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, so please read the entire Proxy Statement carefully before voting.

Voting matters and recommendations:

Proposal 1

Proposal 2

Proposal 3

The election of Michael Callahan, Christopher T. Metz, Gerard Gibbons, Mark A. Gottfredson, Bruce E. Grooms, Tig H. Krekel, Gary L. McArthur, Frances P. Philip, Michael D. Robinson, Robert M. Tarola and Lynn M. Utter as directors of Vista Outdoor for a term of one year.

The approval, on a non-binding advisory basis, of the compensation of Vista Outdoor's named executive officers, as disclosed in this proxy statement.

The ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending March 31, 2023.

Information regarding the proposal can be found on page 63

Information regarding the proposal can be found on page 64

Information regarding the proposal can be found on page 65

Board of Directors' Recommendation: FOR

Governance Highlights:

Vista Outdoor believes that a commitment to effective and transparent corporate governance is critical to establishing trust and credibility with investors. This commitment serves as a framework for principled leadership, responsible decision-making, monitoring of financial performance and compliance with legal requirements. Specific corporate governance practices include:

▪100% independent Board committees

▪8 of our 9 current directors are independent (all directors other than our Chief Executive Officer), and both of our new director nominees, Gerard Gibbons and Bruce E. Grooms, are also independent

▪Commitment to diversity and bringing fresh perspectives and expertise to the Board, having added 3 new directors in the last four years, with 2 additional diverse director candidates nominated for election at this annual meeting

▪Independent Chairman of the Board

▪Annual board and committee self-assessment and periodic external independent evaluations

▪Regular executive sessions, where independent directors meet without management present

▪Annual election of all directors


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Current Board of Directors:

Name

Age

Director

Since

Independent

Primary Occupation

Committee Membership

Michael Callahan

2015

Yes

Retired Consumer Products Executive

NGC, MDCC

Christopher T. Metz

2017

Chief Executive Officer of Vista Outdoor

Mark A. Gottfredson

2015

Yes

Partner, Bain & Company

AC, NGC

Tig H. Krekel

2015

Yes

Chairman of Hudson Group

AC, NGC

Gary L. McArthur

2015

Yes

Retired Financial Executive

AC, NGC

Frances P. Philip

2020

Yes

Retired Business Executive

NGC, MDCC

Michael D. Robinson

2018

Yes

Retired e-Commerce Executive

NGC, MDCC

Robert M. Tarola

2015

Yes

President of Right Advisory LLC

AC, MDCC

Lynn M. Utter

2020

Yes

Chief Talent Officer Atlas Holdings Inc.

AC, MDCC

NGC = Nominating and Governance Committee; AC = Audit Committee; MDCC = Management Development and Compensation Committee

In addition, as part of our Board of Directors' commitment to diversity and bringing fresh perspectives and expertise to its membership, the Board of Directors recently completed an exhaustive, multi-step new director recruitment process, led by the Nominating and Governance Committee. This effort resulted in the nomination of Gerard Gibbons and Bruce E. Grooms to serve on our Board of Directors following their election by stockholders at this Annual Meeting. Our Board of Directors believes that Mr. Gibbons and Mr. Grooms will bring extensive business and leadership experience to the Company if elected by stockholders at the Annual Meeting.

Additional Director Nominees:

Name

Age

Director

Since

Independent

Primary Occupation

Committee Membership

Gerard Gibbons

2022

Yes

Retired Executive at UPS Inc.

TBD

Bruce E. Grooms

2022

Yes

VP and General Manager, Marine Services Division, Delphinus Engineering Inc.

TBD

Alignment Between Performance and Executive Compensation Supports Achievement of Record Company Results in Fiscal Year 2022

Vista Outdoor and the Management Development and Compensation Committee ("MDCC") of its Board of Directors believe that compensation paid to our executive officers should: 1) be performance based, 2) align executive and stockholder interests, and 3) attract and retain quality talent.

In response to stockholder feedback received following the Company's 2019 Annual Meeting, the MDCC initiated material changes to the Company's executive compensation program in fiscal year 2020 which were furthered in fiscal year 2021. At our 2020 annual meeting of stockholders, 97% of shares that voted were voted in favor of the advisory proposal on our named executive officer compensation and at our 2021 annual meeting of stockholders, 98.9% of shares that voted were voted in favor of the advisory proposal on our named executive officer compensation. The Board appreciated the results of our say on pay vote at our 2020 and 2021 annual meetings and furthered these policies in fiscal year 2022. The MDCC believes that the Company's fiscal year 2022 compensation decisions, outlined below and described in more detail in this proxy statement,


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resulted in an executive compensation program that closely aligns executive officer compensation with the Company's financial and operational performance and that this alignment contributed to the Company's achievement of record results in fiscal year 2022.

The Company continues to conduct substantial stockholder outreach to better understand any concerns of our stockholders regarding our executive compensation program. This outreach includes direct engagement with significant stockholders by Vista Outdoor executives and the MDCC.

The MDCC has utilized the services of FW Cook as its independent compensation consultant since 2019. The MDCC believes that FW Cook, a nationally known and respected compensation consultant, brings deep experience and a broad perspective on compensation market trends and best practices that have helped the MDCC address stockholder feedback and evaluate potential changes to the Company's executive compensation program in response to the COVID-19 pandemic.

Fiscal Year 2022 Compensation Highlights

To address feedback received from stockholders in Fiscal Year 2019 and 2020 and maintain a strong link between executive compensation and performance, the MDCC and the Company implemented the following measures that were given effect for the Company's fiscal year 2021 executive compensation program and which were continued in fiscal year 2022:

•Performance-based Annual Incentives with Meaningful Targets: For fiscal year 2022, each of Vista Outdoor's named executive officers participated in either our corporate performance-based annual cash incentive plan, with payouts determined based on the Company's consolidated earnings before interest and taxes ("EBIT") and free cash flow, each adjusted to exclude the impact of certain other items approved by the MDCC, or our Ammunition business unit performance-based annual cash incentive plan, with payouts determined based on the business unit's earnings before interest and taxes ("Ammunition EBIT"), Ammunition sales, and Ammunition free cash flow. None of the Company's executive officers were entitled to any minimum or guaranteed annual incentive for fiscal year 2022. The MDCC established fiscal year 2022 targets for EBIT, free cash flow, Ammunition EBIT, Ammunition sales and Ammunition free cash flow that it believes created appropriate incentives for management to build on the Company's improved financial performance achieved in fiscal year 2021.

◦For the corporate performance-based plan, the MDCC weighted EBIT more heavily, at 70% of the total payout opportunity, because the MDCC continues to view EBIT as the key indicator of performance for the Company's business, with free cash flow weighted at 30%.

◦For the Ammunition business unit performance-based plan, the MDCC weighted Ammunition EBIT at 35%, Ammunition sales at 30% and Ammunition free cash flow at 15%, with corporate EBIT weighted at 14% and free cash flow weighted at 6%.

◦The fiscal year 2022 corporate EBIT and free cash flow targets established by the MDCC represented modest decreases over the Company's record fiscal year 2021 corporate adjusted EBIT and free cash flow, which the MDCC believed to be appropriate in light of significant economic and operational uncertainty related to the ongoing effects of the COVID-19 pandemic on the Company's supply chain, logistics and other material cost inputs at the time the targets were established in May 2020. The target levels of performance established for these metrics were considered by the MDCC and management to be challenging but achievable when established.

◦The MDCC believes that the incentives created by the fiscal year 2022 annual cash incentive plans had the desired effect, as Vista Outdoor delivered EBIT and free cash flow that far exceeded the targets set by the MDCC and represented an over 126.8% increase in EBIT and an increase in free cash flow over the Company's fiscal year 2021 record performance.

•Annual Incentive Program Payouts Capped at 200% of Target: For fiscal year 2022, the MDCC continued to limit the payout level for our executive officers at maximum achievement to 200% under our annual incentive plans, as it did in fiscal year 2021. The MDCC believes that this limitation aligns the terms of our annual incentive plans with similar plans in place at our peer companies, and benefits Vista Outdoor stockholders by capping the portion of Company profits shared with executives via cash bonus payouts when achievement is above target. In fiscal year 2021, general economic and operational risks related to the ongoing impact of the COVID-19 pandemic that created significant uncertainty regarding Company performance at the time the targets were set by the MDCC in May 2021 were effectively mitigated by Company management's strong performance. As a result, the Company continued to make significant progress in achieving its strategic goals, and achieved results far in excess of the maximum performance levels set for the corporate performance-based and the Ammunition business unit performance-based annual incentive plans. However, management payouts under these plans were capped at 200%, thus resulting in Company stockholders receiving a significantly greater share of


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the Company's record performance in fiscal year 2022 than they would have received had the MDCC not imposed the 200% cap.

•Sixty Percent of Long-Term Incentive Program Equity Grants in Performance Share Units: For the Company's fiscal year 2022 executive compensation program, the MDCC again granted a significant portion of the annual long-term incentive (“LTI”) awards to executive officers, including named executive officers, in the form of performance share units ("PSUs"). For fiscal year 2022 LTI awards, 60% of the total value of the LTI awards granted to executive officers were made in the form of PSUs and 40% were made in the form of time-based restricted stock units, with no stock options.

•Additional Improvements to Long-term Incentive Program: Beginning with the Company's fiscal year 2021-2023 PSU awards, the MDCC removed EBIT as a performance goal, and replaced it with net sales growth and earnings per share ("EPS") growth, weighted equally. The MDCC continued to use net sales growth and EPS growth as performance goals for the Company's fiscal year 2022-2024 and fiscal year 2023-2025 PSU awards, as it believes that this framework better aligns the terms of the awards with the Company's strategic organic growth targets and removes the potential for Company executives to earn compensation for the same EBIT achievement under both the annual and long-term incentive plans. Furthermore, the Company's fiscal year 2022-2024 and fiscal year 2023-2025 PSU awards continue to use relative total stockholder return (rTSR) as a modifier that will result in an increased payout only if rTSR over the performance period is at or above the 75th percentile, and only if the Company's absolute TSR is positive over the performance period. The rTSR modifier will also result in a downward adjustment to payouts if the Company's rTSR over the performance period is below the 25th percentile.


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June 10, 2022

The Board of Directors of Vista Outdoor Inc. ("Vista Outdoor" or the "Company") is soliciting proxies to be used at the 2022 virtual Annual Meeting of Stockholders to be held, on Tuesday, July 26, 2022 (the "Annual Meeting"), and at any postponement or adjournment of the Annual Meeting. The Notice of Internet Availability of Proxy Materials was first mailed to stockholders, and the proxy materials were first made available to stockholders, on or about June 10, 2022.

VIRTUAL MEETING INFORMATION

The Company will not hold a physical, in-person Annual Meeting of Stockholders in 2022. Instead, due to ongoing concerns related to COVID-19 and to promote broad stockholder attendance and participation at the Annual Meeting, the Annual Meeting will be held virtually on the Internet via a live audio webcast only.

It is not necessary to attend the virtual Annual Meeting to vote your shares. Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares in advance of the meeting in order to make certain that you are represented at the meeting. You may vote over the Internet or by telephone or, if you requested to receive printed proxy materials, by mailing a proxy card or voting instruction card, as applicable.

FAQs ABOUT THE MEETING AND VOTING

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a printed copy of the proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission, we may furnish proxy materials to our stockholders by providing access to these documents on the Internet instead of mailing printed copies. You will not receive printed copies of the materials unless you request them. Instead, we mailed you the Notice of Internet Availability of Proxy Materials (unless you have previously consented to electronic delivery or already requested to receive paper copies), which instructs you as to how you may access, review all of the proxy materials, and submit your proxy on the Internet. If you would like to receive a paper copy or email copy of the proxy materials, please follow the instructions provided in the Notice of Internet Availability of Proxy Materials.

What proposals will be voted on at the Annual Meeting?

There are three matters on which a vote is scheduled at the Annual Meeting.

Proposal 1 - Elect Michael Callahan, Christopher T. Metz, Gerard Gibbons, Mark A. Gottfredson, Bruce E. Grooms, Tig H. Krekel, Gary L. McArthur, Frances P. Philip, Michael D. Robinson, Robert M. Tarola and Lynn M. Utter as directors of Vista Outdoor for a term of one year.

Proposal 2 - The approval, on a non-binding advisory basis, of the compensation of Vista Outdoor's named executive officers, as disclosed in this proxy statement.

SEC Form DEF 14A filed by Vista Outdoor Inc.