Polaris Inc.

05/01/2026 | Press release | Distributed by Public on 05/01/2026 14:01

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2026, at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Polaris Inc. (the "Company"), the Company's stockholders, upon the recommendation of the Board of Directors of the Company, approved an amendment and restatement of the Polaris Inc. 2024 Omnibus Incentive Plan (the "Plan") that increased the aggregate number of shares of the Company's stock that may be issued under the Plan by 4,580,000 shares, from 4,325,000 shares to 8,905,000 shares. The foregoing description of the Plan, as amended and restated, is qualified in its entirety by reference to the full text of the Plan, a copy of which has been filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 30, 2026, the Company held the Annual Meeting. 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 for the Annual Meeting filed with the Securities and Exchange Commission on March 17, 2026 (the "Proxy Statement"). Of the 56,615,893 shares of common stock outstanding on the record date of March 9, 2026, 51,080,000 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 II members of the Board of Directors of the Company for three-year terms ending in 2029:
Name For Against Abstain Broker Non-Votes
George W. Bilicic 39,035,129 4,433,140 292,122 7,319,609
Gary E. Hendrickson 39,057,930 4,405,823 296,638 7,319,609
Gwenne A. Henricks 41,261,458 2,197,635 301,298 7,319,609
The terms of the following directors continued after the Annual Meeting: Darryl R. Jackson, Bernd F. Kessler, Lawrence D. Kingsley, Gwynne E. Shotwell, Michael T. Speetzen, and John P. Wiehoff.
2.The compensation of the Company's named executive officers was approved in a non-binding advisory vote:
For Against Abstain Broker Non-Votes
39,166,733 4,275,833 317,825 7,319,609
3.The adoption of the Amended and Restated Polaris Inc. 2024 Omnibus Incentive Plan was approved:
For Against Abstain Broker Non-Votes
37,055,736 6,446,556 258,099 7,319,609
4.The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2026 was ratified:
For Against Abstain
49,407,749 1,320,850 351,401
Polaris Inc. published this content on May 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 01, 2026 at 20:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]