Vista Outdoor Inc. (NYSE:VSTO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 5, the Board of Directors (the “Board”) of Vista Outdoor Inc. (“Vista Outdoor” or the “Company”) announced that it has elected Christopher T. Metz to the position of Chief Executive Officer, effective October 9, 2017 (the “Employment Date”). Mr.Metz will succeed Michael Callahan, who will resign from his role as Interim Chief Executive Officer but will remain Interim Chairman of the Board pending appointment of a permanent Chairman by the Board at its next regularly scheduled meeting.
The Board also announced that it has increased the number of members of the Board from six (6) to seven (7) and elected Mr. Metz to serve as a Class III director who will hold office until the 2020 annual meeting of stockholders and until his successor has been elected and has qualified or his service ends earlier through death, resignation, retirement or removal from office. Mr.Metz is not expected to serve on any Board committees and there are no family relationships or transactions in which Mr.Metz has an interest requiring disclosure under Items 401(d) or 404(a) of Regulation S-K.
Mr.Metz, age 52, most recently served as the President and Chief Executive Officer of Arctic Cat Inc., a manufacturer of all-terrain vehicles, recreational off-road vehicles and snowmobiles, from December 2014 to March 2017. He served as a Managing Director of Sun Capital Partners, Inc., a global private equity firm, from 2005 to July 2014. Prior to joining Sun Capital, Mr.Metz worked for Black& Decker for over 13 years, serving in a variety of capacities, including President of its Hardware and Home Improvement Group from 1999 to 2005. Mr.Metz also serves on the board of directors of Acushnet Holdings Corporation.
In connection with the appointment of Mr. Metz to the position of Chief Executive Officer and member of the Board, the Company entered into an offer letter agreement with Mr. Metz (the “Offer Letter”) on September 19, 2017. The Offer Letter provides that Mr.Metz will be an employee “at will” and includes his expected compensation package. to the Offer Letter, Mr. Metz will receive an annual base salary of $1,000,000 and a guaranteed cash bonus for his first full year of employment, payable in two installments across the current ("Fiscal Year 2018") and next fiscal years ("Fiscal Year 2019"). For Fiscal Year 2018, Mr. Metz will receive a guaranteed bonus payout of $500,000. For Fiscal Year 2019, Mr. Metz will participate in the Company's annual incentive program under its Executive Officer Incentive Plan with a target bonus equal to 50% his annual salary and will receive a bonus payout equal to the greater of $500,000 or the bonus payout actually earned for that fiscal year. For Fiscal Year 2020, Mr. Metz will participate in the Company's annual incentive program under its Executive Officer Incentive Plan with a target bonus, maximum bonus potential and performance criteria to be established by the Management Development and Compensation Committee of the Board as part of the Company’s annual planning process.
The Offer Letter also provides that Mr. Metz’s annual long-term equity incentive award for Fiscal Year 2019 will total $3,300,000. Fifty percent of this equity incentive award will be made in the form of performance share units that can be earned based on the achievement of performance criteria over a three-year period (with a maximum payout of 125,000 shares regardless of performance). The remainder of the award will be made 30% in the form of restricted stock units and 20% in the form of stock options, each of which will vest on the first, second, and third anniversaries of the grant date, subject to his continued employment with the company through the applicable vesting date.
In addition, the Offer Letter provides that Mr. Metz will receive a one-time, sign-on equity award with a $1,750,000 aggregate grant date value. The sign-on equity award will be made in the form of restricted stock units under the Company’s 2014 Stock Incentive Plan and will vest on the first, second, and third anniversaries of the grant date, subject to his continued employment with the company through the applicable vesting date.
The Offer Letter does not provide for any payments or benefits in the event of a termination of Mr.Metz’s employment. Mr. Metz will participate in the Company’s Income Security Plan and Executive Severance Plan to the same extent as the Company’s other executives. The Income Security Plan provides for severance payments under certain circumstances following a change-in-control of the Company and the Executive Severance Plan provides benefits and payments to the Company’s executives upon termination of their employment with the Company other
than for cause. The foregoing description of the Income Security Plan and Executive Severance Plan does not purport to be complete and is qualified in its entirety by reference to the Income Security Plan and Executive Severance Plan (Exhibits 10.2 and 10.3, respectively, to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015).
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Offer Letter (Exhibit 10.1 to this Current Report on Form 8-K) and incorporated herein by reference. The Company’s press release announcing the appointment of Mr. Metz is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 5.02. Financial Statements and Exhibits
Vista Outdoor Inc. ExhibitEX-10.1 2 offerlettermetz.htm EXHIBIT 10.1 Exhibit September 19,…To view the full exhibit click
About Vista Outdoor Inc. (NYSE:VSTO)
Vista Outdoor Inc. is a designer, manufacturer and marketer of consumer products in the outdoor sports and recreation markets. The Company operates through two segments: Shooting Sports and Outdoor Products. Its Shooting Sports segment designs, develops, produces and sources ammunition and firearms for the hunting and sport shooting enthusiast markets, as well as ammunition for local law enforcement, the United States Government and international markets. Its Outdoor Products segment product lines include archery/hunting accessories, global eyewear and sport protection, golf, hydration products, optics, shooting accessories, tactical products and water sports. The Company serves the outdoor sports and recreation markets through a diverse portfolio of over 40 brands. It serves a range of end consumers, including outdoor enthusiasts, hunters and recreational shooters, athletes, as well as law enforcement and military professionals. It offers cooking solutions through Camp Chef brand.
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