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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
February 15, 2021
Date of Report (date of earliest event reported)
POLARIS INC.
(Exact name of registrant as specified in its charter)
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Minnesota | 1-11411 | 41-1790959 |
(State or other jurisdiction of incorporation or organization) | (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
N/A
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
☐ 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value per share | PII | 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.
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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.
On February 15, 2021, Annette K. Clayton, a member of the Board of Directors (the “Board”) of Polaris Inc. (the “Company”), informed the Company that she will not stand for re-election as a director of the Company and will retire from the Board effective as of the 2021 Annual Meeting of Shareholders on April 29, 2021 (the “Annual Meeting”). Ms. Clayton has served on the Board since 2003 and is currently Chair of the Board’s Technology Committee.
A copy of the press release issued by the Company on February 18, 2021 announcing the retirement of Ms. Clayton as a director is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Exhibit |
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| | Press Release dated February 18, 2021 of Polaris Inc. |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
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| Date: | February 18, 2021 | |
| | | POLARIS INC. |
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| | /s/ Lucy Clark Dougherty |
| | Lucy Clark Dougherty |
| | Senior Vice President—General Counsel, Chief Compliance Officer and Secretary |