Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On April 30, 2020, at the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Polaris Inc. (the “Company”), the Company’s shareholders approved an amendment and restatement of the Polaris Inc. 2007 Omnibus Incentive Plan (the “Plan”) that increased the aggregate number of shares that may be issued under the Plan by 3,450,000 shares, from a total of 24,325,000 shares to 27,775,000 shares. The Plan, as amended and restated, is incorporated herein by reference to Annex A of the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 13, 2020 (the “Proxy Statement”).
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on April 30, 2020. 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 61,453,385 shares of common stock outstanding on the record date of March 2, 2020, 55,270,268 shares were voted at the Annual Meeting. The final results for the votes regarding each proposal are set forth below. The percentage voted for is calculated using a denominator equal to the total number of shares voted at the meeting less broker non-votes.
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1.
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The following nominees were elected as Class II members of the Board of Directors of the Company for three-year terms ending in 2023:
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Name
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For
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Against
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Abstain
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Broker
Non-Votes
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%
Voted For
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George W. Bilicic
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43,602,017
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1,257,130
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736,437
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9,674,684
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95.6%
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Gary E. Hendrickson
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43,057,256
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1,839,755
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698,573
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9,674,684
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94.4%
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Gwenne A. Henricks
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44,457,713
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489,376
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648,495
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9,674,684
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97.5%
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The terms of the following directors continued after the Annual Meeting: Annette K. Clayton, Kevin M. Farr, Bernd F. Kessler, Lawrence D. Kingsley, Gwynne E. Shotwell, John P. Wiehoff, and Scott W. Wine.
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2.
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The amendment and restatement of the Polaris Inc. 2007 Omnibus Incentive Plan to increase the number of shares of the Company’s common stock authorized for awards from 24,325,000 to 27,775,000 was approved:
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For Against Abstain Broker Non-Votes % Voted For
36,525,269 8,750,274 320,041 9,674,684 80.1%
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3.
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The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2020 was ratified:
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For Against Abstain % Voted For
54,382,278 518,562 369,428 98.4%
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4.
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The compensation of the Company’s named executive officers was approved in a non-binding advisory vote:
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For Against Abstain Broker Non-Votes % Voted For
37,308,639 7,814,327 472,618 9,674,684 81.8%