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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): August 7, 2020 (August 4, 2020)
 vistaoutdoorlogo.jpg
 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 4, 2020, Vista Outdoor Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved the Company’s 2020 Stock Incentive Plan (the “2020 Plan”). The Board of Directors of the Company approved the 2020 Plan on June 15, 2020, subject to stockholder approval, and recommended to the stockholders that they approve the 2020 Plan.

The 2020 Plan will replace the Amended and Restated 2014 Stock Incentive Plan and increase the total number of shares available for equity awards to eligible recipients by 1,600,000 shares. The 2020 Plan is described in greater detail in Proposal 4 in the Company’s proxy statement for the Annual Meeting filed on June 19, 2020, with the Securities and Exchange Commission (the “Proxy Statement”). The description of the 2020 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2020 Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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

On June 11, 2020, the record date for the Annual Meeting, there were 58,063,985 shares of Vista Outdoor common stock outstanding, of which 50,985,606 were present or represented by proxy at the Annual Meeting for purposes of establishing a quorum.

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
 
 
 
 
Tig H. Krekel
44,175,010
950,089
31,510
5,828,997
Gary L. McArthur
44,295,596
834,726
26,287
5,828,997
Mark A. Gottfredson
44,469,063
656,181
31,365
5,828,997
Christopher T. Metz
44,703,901
435,357
17,351
5,828,997
Michael D. Robinson
44,113,372
1,018,725
24,512
5,828,997
Frances P. Philip
44,605,497
532,031
19,081
5,828,997
Lynn M. Utter
44,618,235
518,987
19,387
5,828,997

 
Votes For
Against
Abstain
Broker Non-Votes
(2)    Advisory Vote on 2020 Named Executive Officer Compensation
43,604,722
1,386,081
165,806
5,828,997

 
Votes For
Against
Abstain
Broker Non-Votes
(3)    Ratification of the Appointment of Deloitte & Touche LLP for the fiscal year ending March 31, 2021
50,716,810
236,580
32,216
N/A


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(4)    Approve the 2020 Stock Incentive Plan
44,066,814
1,005,066
84,729
5,828,997

 
Item 9.01. Financial Statements and Exhibits
 
(d)                                 Exhibits.
 
Exhibit
No.
 
Description
10.1#

 
104

 
The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL.

# Indicates a management contract or compensatory plan or arrangement


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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.
  
 
 
 
VISTA OUTDOOR INC.
 
 
 
 
 
 
By:
/s/ Dylan S. Ramsey
 
 
Name:
Dylan S. Ramsey
 
 
Title:
VP, General Counsel & Corporate Secretary

 
 
 
 
 
 
 
 
Date:
August 7, 2020
 
 


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