POLARIS INDUSTRIES INC. (NYSE:PII) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Statement of Cancellation with the Secretary of State of the
State of Minnesota which, effective upon filing, eliminated from
the Companys Restated Certificate of Incorporation all matters
set forth in the Certificate of Designations with respect to the
Companys Series A Junior Participating Preferred Stock (the
Series A Preferred Stock). No shares of the Series A Preferred
Stock were issued or outstanding at the time of the filing of the
Statement of Cancellation. A copy of the Statement of
Cancellation is attached as Exhibit 3.a to this Current Report on
Form 8-K.
Incorporation with the Secretary of State of the State of
Minnesota to reflect the cancellation of the Series A Preferred
Stock, and the addition of Article XII, requiring a majority vote
for the election of directors in uncontested elections, which
article amendment was approved by the Companys shareholders as
set forth below, and to otherwise restate and integrate the
Restated Articles of Incorporation of the Company as previously
restated, amended and supplemented. The Restated Articles of
Incorporation are attached hereto as Exhibit 3.b.
matters to be voted upon at the Annual Meeting were solicited to
Regulation 14 under the Securities Exchange Act of 1934, as
amended. Five proposals were voted upon at the Annual Meeting.
The proposals are described in detail in the Companys Proxy
Statement. The final results for the votes regarding each
proposal 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 2020: |
|
Name
|
For
|
Withhold
|
Broker Non-Votes
|
|
Gary E. Hendrickson
|
43,405,370
|
3,082,033
|
9,711,498
|
|
Gwenne A. Henricks
|
43,576,546
|
2,910,857
|
9,711,498
|
Meeting: Annette K. Clayton, Kevin M. Farr, Bernd F. Kessler,
Lawrence D. Kingsley, John P. Wiehoff, and Scott W. Wine.
| 2. |
The amendment to the Restated Articles of Incorporation
to require a majority vote for the election of directors in uncontested elections was approved: |
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
| 45,856,468 | 374,577 | 256,358 | 9,711,498 |
| 3. |
The selection of Ernst Young LLP as the Companys
independent registered public accounting firm for fiscal 2017 was ratified: |
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
| 55,234,965 | 691,983 | 271,953 |
| 4. |
The compensation of the Companys named executive
officers was approved in a non-binding advisory vote: |
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
| 37,085,873 | 8,278,782 | 1,122,748 | 9,711,498 |
| 5. |
The shareholders voted as follows on the proposal
to select the frequency of future votes to approve the compensation of the Companys named executive officers: |
|
1 Year
|
2 Years
|
3 Years
|
Abstentions
|
Broker Non-Votes
|
|
42,787,306
|
320,399
|
3,017,010
|
362,688
|
9,711,498
|
Board of Directors will continue to hold an annual advisory
vote on the Companys executive compensation program.
| 3.a |
Statement of Cancellation of the Certificate of
Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Polaris Industries Inc., effective April 28, 2017. |
| 3.b |
Restated Articles of Incorporation of Polaris
Industries Inc., effective April 28, 2017. |
About POLARIS INDUSTRIES INC. (NYSE:PII)
Polaris Industries Inc. (Polaris) designs, engineers and manufactures off-road vehicles (ORV), including all-terrain vehicles (ATV) and side-by-side vehicles for recreational and utility use, snowmobiles, motorcycles and global adjacent markets vehicles, together with the related parts, garments and accessories. The Company’s segments are ORV/Snowmobiles, Motorcycles and Global Adjacent Markets. These products are sold through dealers and distributors located in the United States, Canada, Western Europe, Australia and Mexico. Its ORVs include Sportsman ATVs, Polaris ACE, RANGER, RZR and Polaris GENERAL side-by-side vehicles. It produces snowmobiles, ranging from youth models to utility and economy models to performance and competition models. Its Motorcycles segment consists of Victory, Indian motorcycles and the moto-roadster, Slingshot. It offers products in the light-duty hauling, people mover and urban/suburban commuting sub-sectors of the Work and Transportation industry. POLARIS INDUSTRIES INC. (NYSE:PII) Recent Trading Information
POLARIS INDUSTRIES INC. (NYSE:PII) closed its last trading session up +0.32 at 86.01 with 686,289 shares trading hands.