Current Report Filing (8-k)
May 01 2019 - 4:17PM
Edgar (US Regulatory)
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
Date
of Report (Date of earliest event reported): April 25, 2019
POLARIS INDUSTRIES INC.
(Exact
name of Registrant as specified in its charter)
Minnesota
|
1-11411
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41-1790959
|
(State of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
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2100 Highway 55
Medina, Minnesota 55340
(Address of
principal executive offices)
(Zip Code)
(763) 542-0500
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company
⃞
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
⃞
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock
|
PII
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NYSE
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Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) On April 25, 2019, at the 2019 Annual Meeting of Shareholders
(the “Annual Meeting”) of Polaris Industries Inc. (the “Company”), the
Company’s shareholders approved an amendment and restatement of the
Polaris Industries Inc. 2007 Omnibus Incentive Plan (the “Plan”). The
following are the principal changes made pursuant to the amendment and
restatement:
-
Increased the aggregate number of shares that may be issued under the
Plan by 3,325,000 shares, from a total of 21,000,000 shares to
24,325,000 shares.
-
Added requirement that dividends or dividend equivalents payable on
all restricted stock and restricted stock unit awards under the Plan
be subject to the same restrictions as the underlying shares or units.
-
Deleted provisions intended to comply with, or otherwise relating to,
the old Internal Revenue Code Section 162(m) exemption relating to
performance-based compensation.
-
Added flexibility for awards to nonemployee directors.
The amendment and restatement of the Plan also included other
administrative or clarifying changes.
This summary of the changes resulting from the amendment and restatement
of the Plan is qualified in its entirety by reference to the full text
of the Plan, as amended and restated, and is incorporated herein by
reference to the Company’s Proxy Statement for the Annual Meeting filed
with the Securities and Exchange Commission on March 11, 2019 (the
“Proxy Statement”). A more detailed summary of the Plan can be found in
the Company’s Proxy Statement beginning on page 46.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on April 25, 2019. 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 Company’s Proxy Statement. Of the 61,031,467 shares of
common stock outstanding on the record date of March 1, 2019, 56,281,720
shares were voted at the Annual Meeting. The final results for the votes
regarding each proposal 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 2022:
Name
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
Bernd F. Kessler
|
45,274,299
|
1,018,039
|
409,735
|
9,579,647
|
Lawrence D. Kingsley
|
45,982,180
|
340,699
|
379,194
|
9,579,647
|
Gwynne E. Shotwell
|
45,661,990
|
636,456
|
403,627
|
9,579,647
|
Scott W. Wine
|
44,637,844
|
1,663,802
|
400,427
|
9,579,647
|
The terms of the following directors continued after the Annual
Meeting: George W. Bilicic, Annette K. Clayton, Kevin M. Farr, Gary E.
Hendrickson, Gwenne A. Henricks, and John P. Wiehoff.
2. The Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended
and Restated April 25, 2019) was approved:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
39,475,586
|
6,729,885
|
496,602
|
9,579,647
|
3. The selection of Ernst & Young LLP as the Company’s independent
registered public accounting firm for fiscal 2019 was ratified:
For
|
Against
|
Abstain
|
|
55,401,174
|
490,463
|
390,083
|
|
4. The compensation of the Company’s named executive officers was
approved in a non-binding advisory vote:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
40,241,154
|
5,905,562
|
555,357
|
9,579,647
|
Item 9.01. Financial Statements and Exhibits.
|
(d) Exhibits
EXHIBIT INDEX
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:
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May 1, 2019
|
|
|
|
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POLARIS INDUSTRIES INC.
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|
|
|
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/s/ Lucy Clark Dougherty
|
|
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Lucy Clark Dougherty
|
|
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Senior Vice President – General Counsel, Secretary
and Chief Compliance Offier
|
4
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