COLUMBIA SPORTSWEAR COMPANY (NASDAQ:COLM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On March 25, 2019 the Board of Directors (the “Board”) of Columbia Sportswear Company (the “Company”) appointed Kevin Mansell to the Board as an independent director, effective immediately. A copy of the press release announcing Mr. Mansell’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Mr. Mansell will also serve as a member of the Nominating and Corporate Governance Committee and the Audit Committee.
There was no arrangement or understanding to which Mr. Mansell was elected as a director.
In connection with Mr. Mansell’s service as a director, he will be entitled to the Company’s customary compensatory arrangement for outside directors, including an annual retainer of $70,000 for Board service and an annual retainer of $10,000 for service on each of the Nominating and Corporate Governance Committee and Audit Committee. Mr. Mansell will also be entitled to receive an annual equity award comprising a stock option grant valued at $70,000 and a grant of time-based restricted stock units valued at $70,000. One hundred percent of the stock option becomes exercisable and one hundred percent of the shares of restricted stock units vest on May 1 following the date of grant (the “Vest Date”). Mr. Mansell may elect to receive equity compensation in lieu of all or half of the $70,000 annual Board service fee, and he may elect how he wishes to allocate this amount between stock options and restricted stock unit awards that vest in full on the Vest Date.
In addition, in connection with his service as a director prior to the Company’s 2019 annual meeting of shareholders, Mr. Mansell will receive a prorated portion of each of the annual retainer, the Nominating and Corporate Governance Committee and the Audit Committee retainers, the annual equity award, and reasonable out-of-pocket expenses incurred in attending any Board or committee meetings that take place prior to the 2019 annual meeting of shareholders.
Item 5.02AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On March 25, 2019, the Board approved an amendment to the Company’s 2000 Restated Bylaws, as amended (“Restated Bylaws”), to increase the maximum number of authorized directors from eleven to twelve, as set forth in the Amendment to 2000 Restated Bylaws, as amended, of the Company. A copy of the Company’s 2000 Restated Bylaws, as amended, is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 5.02 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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2000 Restated Bylaws of Columbia Sportswear Company, as amended, effective March 25, 2019. |
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Press Release, dated March 25, 2019. |
COLUMBIA SPORTSWEAR CO Exhibit
EX-3.2 2 colm8-kitem503bylaws201903.htm EXHIBIT 3.2 Exhibit Exhibit 3.22000 RESTATED BYLAWSOFCOLUMBIA SPORTSWEAR COMPANYARTICLE ISHAREHOLDERS MEETINGS1.1 Annual Meeting. The annual meeting of the shareholders shall be held on the second Tuesday in May of each year at 2 p.m.,…
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About COLUMBIA SPORTSWEAR COMPANY (NASDAQ:COLM)
Columbia Sportswear Company is an apparel and footwear company. The Company designs, sources, markets and distributes outdoor and active lifestyle apparel, footwear, accessories and equipment under the Columbia, Mountain Hardwear, Sorel, prAna and other brands. The Company’s geographic segments are the United States, Latin America and Asia Pacific (LAAP), the Europe, Middle East and Africa (EMEA), and Canada. The Company develops and manages its merchandise in categories, including apparel, accessories and equipment, and footwear. Its apparel, accessories and equipment are designed to be used in various outdoor activities, such as skiing, snowboarding, hiking, climbing, mountaineering, camping, hunting, fishing, trail running, water sports and adventure travel. The Company’s footwear products include hiking boots, trail running shoes, rugged cold weather boots, sandals and casual shoes. Its products are sold in approximately 100 countries.
