Polaris Inc. Files 8-K on Officer Changes and Shareholder Votes

Ticker: PII · Form: 8-K · Filed: 2024-04-29T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, officer-changes, director-elections

Related Tickers: PII

TL;DR

Polaris Inc. filed an 8-K detailing director/officer changes, elections, and shareholder votes.

AI Summary

Polaris Inc. filed an 8-K on April 29, 2024, reporting on events that occurred on April 25, 2024. The filing covers the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements. It also includes the submission of matters to a vote of security holders and financial statements and exhibits.

Why It Matters

This filing provides updates on key personnel changes and governance matters at Polaris Inc., which could impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — This is a routine filing reporting on corporate governance and personnel changes, not indicating immediate financial distress or significant operational shifts.

Key Players & Entities

FAQ

What specific officer positions were affected by the changes reported in this 8-K?

The filing indicates changes related to 'certain officers' but does not specify the exact positions in the provided text.

Were there any new directors elected to the Polaris Inc. board?

Yes, the filing explicitly mentions the 'Election of Directors' as a topic covered.

What type of matters were submitted to a vote of security holders?

The filing states that 'Submission of Matters to a Vote of Security Holders' is an item covered, but the specific matters are not detailed in this excerpt.

Does this filing include any financial statements?

Yes, the filing lists 'Financial Statements and Exhibits' as an item included.

What is the principal executive office address for Polaris Inc.?

The principal executive offices are located at 2100 Highway 55, Medina, Minnesota 55340.

Filing Stats: 1,438 words · 6 min read · ~5 pages · Grade level 11.5 · Accepted 2024-04-29 16:07:20

Filing Documents

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on April 25, 2024. 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 56,480,172 shares of common stock outstanding on the record date of March 4, 2024, 51,768,591 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 III members of the Board of Directors of the Company for three-year terms ending in 2027: Name For Against Abstain Broker Non-Votes % Voted For Kevin M. Farr 43,675,313 1,137,326 483,337 6,472,615 97.5% Darryl R. Jackson 41,453,946 3,310,908 531,122 6,472,615 92.6% Michael T. Speetzen 43,664,712 1,420,759 210,505 6,472,615 96.8% John P. Wiehoff 37,089,621 7,779,655 426,700 6,472,615 82.7% The terms of the following directors continued after the Annual Meeting: Bernd F. Kessler, Lawrence D. Kingsley, Gwynne E. Shotwell, George W. Bilicic, Gary E. Hendrickson and Gwenne A. Henricks. 2. The compensation of the Company's named executive officers was approved in a non-binding advisory vote: For Against Abstain Broker Non-Votes % Voted For 42,339,803 2,684,586 271,587 6,472,615 94.0% 3. The Polaris Inc. 2024 Omnibus Incentive Plan was approved: For Against Abstain Broker Non-Votes % Voted For 39,521,003 5,433,636 341,337 6,472,615 87.9% 4. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2024 was ratified: For Against Abstain % V

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit 10.1 Polaris Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Appendix B to the Registrant's Proxy Statement for the 2024 Annual Meeting of Stockholders filed on March 13, 2024) 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: April 29, 2024 POLARIS INC. /s/ Lucy Clark Dougherty Lucy Clark Dougherty Senior Vice President—General Counsel and Secretary

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