BGG Briggs and Stratton Corp

EXPLANATORY NOTE

On March 23, 2005, Briggs & Stratton Corporation (the “Registrant”) filed a registration statement on Form S-8 (Registration No. 333-123512) with the Securities and Exchange Commission (the “Commission”) to register 8,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”) and attached common share purchase rights (the “Rights”) available for issuance under the Registrant’s Amended and Restated Incentive Compensation Plan (as subsequently amended and now known as the Briggs & Stratton Corporation 2014 Omnibus Incentive Plan, the “Plan”). The Registrant paid a registration fee of $35,367.00 at that time to register such shares of Common Stock. On July 16, 2010, and October 17, 2014, the Registrant filed registration statements on Form S-8 (respective Registration Nos. 333-168157 and 333-199431) to register an additional 2,481,494 and 3,760,000 shares of Common Stock, respectively, and related Rights, issuable pursuant to the Plan. The Registrant paid registration fees of $3,185.63 and $7,628.49, respectively, to register such shares of Common Stock. The registration statements on Form S-8 filed in connection with the Plan are referred to herein collectively as the “Registration Statements.” Since the Plan provides for possible adjustment of the number, price and kind of shares covered by equity incentive awards granted or to be granted in the event of certain capital or other changes affecting the Common Stock, the Registration Statements also covered an indeterminate number of shares of Common Stock as may have become issuable as a result of such provisions. On October 21, 2015, the Rights expired according to their terms and were not renewed.

At the Registrant’s Annual Meeting of Shareholders on October 25, 2017 (the “Approval Date”), the Registrant’s shareholders approved the 2017 Omnibus Incentive Plan (the “2017 Plan”). As of the Approval Date, no new awards may be granted under the Plan. The number of shares of Common Stock for which awards may be granted under the 2017 Plan consists of (i) 4,700,000 new shares of Common Stock plus (ii) up to 3,515,317 shares of Common Stock that were previously available for issuance under the Plan and that, pursuant to the terms of the 2017 Plan, have become or may become available for issuance under the 2017 Plan (the “Carryover Shares”) consisting of (a) up to 510,036 shares of Common Stock that were previously approved by the Registrant’s shareholders for issuance under the Plan but have not been awarded under the Plan and (b) up to 3,005,281 shares of Common Stock that are subject to outstanding equity awards under the Plan but may become available for the grants of awards under the 2017 Plan if an outstanding award under the Plan terminates by expiration, forfeiture, cancellation or otherwise without the issuance of such shares, is settled in cash in lieu of shares, or is exchanged with the Compensation Committee’s approval, prior to the issuance of such shares, for awards not involving shares of Common Stock.

Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K that the Registrant disclose a material change in the plan of distribution as it was originally disclosed in the Registration Statements, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statements to reflect that, as of the Approval Date, the Carryover Shares may be issued under the 2017 Plan and also to file as an exhibit hereto a copy of the 2017 Plan as well as a new opinion as to the validity of the shares of Common Stock that were previously issuable pursuant to the Plan. This Post-Effective Amendment No. 1 to the Registration Statements amends and supplements the items listed below. All other items of the Registration Statements are incorporated herein by reference without change.

Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statements, the Registrant is filing a registration statement on Form S-8 to register 4,700,000 new shares of Common Stock authorized for issuance pursuant to the 2017 Plan, which amount excludes the Carryover Shares. No additional shares of Common Stock are being registered by this Post-Effective Amendment No. 1 to the Registration Statements.

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