Current Report Filing (8-k)

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): July 29, 2022 (July 26, 2022)

Vista Outdoor Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36597		47-1016855
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

1 Vista Way	Anoka	MN	55303
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (763) 433-1000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01

VSTO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 26, 2022, Vista Outdoor Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). On June 2, 2022, the record date for the Annual Meeting, there were 56,518,857 shares of Company common stock outstanding, of which 48,794,895 were present or represented by proxy at the Annual Meeting for purposes of establishing a quorum.

At the Annual Meeting, the Company’s stockholders approved the following matters:

a.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 to the Company’s board of directors for terms expiring at the Company’s 2023 annual meeting of stockholders;

b.on an advisory basis, the fiscal year 2022 compensation of the Company’s named executive officers; and

c.the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023.

Set forth below are the number of votes cast for and against or withheld (as applicable) on each matter presented at the Annual Meeting, as well as the number of abstentions and broker non-votes, as applicable, with respect to each matter:



	Votes For	Against	Votes Withheld	Broker Non-Votes
(1) Election of Directors
Michael Callahan	39,275,121	774,043	282,122	8,463,609
Christopher T. Metz	40,158,548	132,419	40,319	8,463,609
Gerard Gibbons	39,997,622	294,980	38,684	8,463,609
Mark A. Gottfredson	39,607,667	688,880	34,739	8,463,609
Bruce E. Grooms	40,000,530	292,679	38,077	8,463,609
Tig H. Krekel	38,803,521	1,493,687	34,078	8,463,609
Gary L. McArthur	39,327,422	965,036	38,828	8,463,609
Frances P. Philip	39,324,079	969,374	37,833	8,463,609
Michael D. Robinson	39,597,046	694,891	39,349	8,463,609
Robert M. Tarola	40,154,553	136,114	40,619	8,463,609
Lynn M. Utter	37,127,228	3,162,413	41,645	8,463,609


	Votes For	Against	Abstain	Broker Non-Votes
(2) Advisory Vote on 2022 Named Executive Officer Compensation	39,579,112	663,746	88,428	8,463,609

Votes For

Against

Abstain

Broker Non-Votes

(3) Ratification of the Appointment of Deloitte & Touche LLP for the fiscal year ending March 31, 2023

48,481,561

256,124

57,210

N/A

Item 8.01. Other Events.

On July 26, 2022, Gerard Gibbons, who was elected to the board of directors of the Company at the Annual Meeting, was appointed to the Nominating and Governance Committee and the Audit Committee of the Company’s board of directors.

On July 26, 2022, Bruce E. Grooms, who was also elected to the Company’s board of directors at the Annual Meeting, was appointed to the Management Development and Compensation Committee and the Audit Committee of the Company’s board of directors.

On July 26, 2022, Tig H. Krekel resigned as a member of the Nominating and Governance Committee of the Company’s board of directors.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description
104						The cover page from the Company's Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

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 hereunto duly authorized.