8-K
filed May 1, 2023, 7:59 PM ET
ticker PII
CIK 0000931015
other
confidence high
sentiment neutral
materiality 0.40
Polaris shareholders approve reincorporation to Delaware; exclusive forum provision rejected
Polaris Inc.
- Reincorporation from Minnesota to Delaware approved with 44,032,890 for (77.27% of outstanding).
- Exclusive forum provision in Delaware bylaws rejected: 22,425,318 for, 23,161,556 against (39.35% of outstanding).
- Officer exculpation provision approved: 36,916,205 for (64.78% of outstanding).
- Directors elected: Bilicic 95.27%, Hendrickson 82.31%, Henricks 98.55% as Class II for three-year terms.
- Non-binding say-on-pay passed (94.95% for); annual frequency for future advisory votes selected (97.98% for one year).
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Polaris Inc.: Reincorporation from Minnesota to Delaware; filed new Certificate of Incorporation.
- Change
- charter amendment
Exact text from the filing
the Company’s shareholders approved the reincorporation of the Company from Minnesota to Delaware (the “Reincorporation”). In connection with the Reincorporation, the Company filed a Certificate of Incorporation (the “Certificate of Incorporation”) with the Delaware Secretary of State and adopted new Bylaws (the “Bylaws”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Polaris Inc.: Adopted new Bylaws in connection with reincorporation to Delaware.
- Change
- bylaw amendment
Exact text from the filing
the Company filed a Certificate of Incorporation (the “Certificate of Incorporation”) with the Delaware Secretary of State and adopted new Bylaws (the “Bylaws”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Polaris Inc. shareholders approved Advisory vote to approve named executive officer compensation at the 2023-04-27 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
2. The compensation of the Company’s named executive officers was approved in a non-binding advisory vote: For Against Abstain Broker Non-Votes % Voted For 43,292,026 2,302,628 317,017 6,514,909 94.95%
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Polaris Inc. shareholders approved Ratification of selection of Ernst & Young LLP as independent auditor at the 2023-04-27 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
7. The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023 was ratified: For Against Abstain % Voted For 50,924,650 1,195,063 306,867 97.14%
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Polaris Inc. shareholders rejected Proposal to adopt an exclusive forum provision in the Delaware Bylaws at the 2023-04-27 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2023-04-27
Exact text from the filing
5. The adoption of an exclusive forum provision in the Delaware Bylaws was not approved: For Against Abstain Broker Non-Votes % Outstanding Voted For 22,425,318 23,161,556 324,797 6,514,909 39.35%
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Polaris Inc. shareholders approved Proposal to adopt an officer exculpation provision in the Delaware Certificate of Incorporation at the 2023-04-27 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
6. The adoption of an officer exculpation provision in the Delaware Certificate of Incorporation was approved: For Against Abstain Broker Non-Votes % Outstanding Voted For 36,916,205 8,628,227 367,239 6,514,909 64.78%
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Polaris Inc. shareholders approved Election of Class II Directors at the 2023-04-27 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
1. The following nominees were elected as Class II members of the Board of Directors of the Company for three-year terms ending in 2026: Name For Against Abstain Broker Non-Votes % Voted For George W. Bilicic 43,301,212 2,149,184 461,275 6,514,909 95.27% Gary E. Hendrickson 37,398,035 8,035,225 478,411 6,514,909 82.31% Gwenne A. Henricks 44,713,049 656,537 542,085 6,514,909 98.55%
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Polaris Inc. shareholders approved Proposal to change the Company's state of incorporation from Minnesota to Delaware at the 2023-04-27 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
4. The proposal to change the Company’s state of incorporation from Minnesota to Delaware was approved: For Against Abstain Broker Non-Votes % Outstanding Voted For 44,032,890 1,672,133 206,648 6,514,909 77.27%
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Polaris Inc. shareholders approved Advisory vote on frequency of future say-on-pay votes at the 2023-04-27 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
3. In a non-binding advisory vote, shareholders selected every “one year” as the frequency of future advisory votes on the compensation of named executive officers: One Year Two Years Three Years Abstain Broker Non-Votes % Voted For One Year 44,673,052 333,047 585,804 319,768 6,514,909 97.98%
View on SEC.gov
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