Vista Outdoor Inc. (NYSE:VSTO) Files An 8-K Submission of Matters to a Vote of Security Holders

Vista Outdoor Inc. (NYSE:VSTO) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.Submission of Matters to a Vote of Security Holders.

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On August 1, 2017, Vista Outdoor Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). On June 6, 2017, the record date for the Annual Meeting, there were 57,006,229 shares of Vista Outdoor common stock outstanding, of which 49,702,838 were present for purposes of establishing a quorum.

At the Annual Meeting, the Company’s stockholders approved the following proposals:

the election of Gary McArthur and Mark Gottfredson to the Company’s board of directors for terms expiring at the Company’s 2020 annual meeting of stockholders;

on an advisory basis, the fiscal year 2017 compensation of the Company’s named executive officers;

the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm; and

the stockholder proposal on the declassification of the Board of Directors of Vista Outdoor Inc. (the "Board").

Set forth below are the number of votes cast for and against or withheld (as applicable) each matter as well as the number of abstentions and broker non-votes with respect to each matter:

Votes For

Against

Votes Withheld

Broker Non-Votes

(1)Election of Directors

Gary McArthur

42,977,961

1,112,179

1,046,441

4,566,257

Mark Gottfredson

43,477,808

1,385,911

272,862

4,566,257

Votes For

Against

Abstain

Broker Non-Votes

(2)Advisory Vote on 2017 Named Executive Officer Compensation

43,735,307

1,316,212

85,062

4,566,257

Votes For

Against

Abstain

(3)Ratification of the Appointment of Deloitte & Touche LLP

49,557,487

112,131

33,220

Votes For

Against

Abstain

Broker Non-Votes

(4)A stockholder proposal on the declassification of the Board of Directors

42,546,093

2,511,774

78,714

4,566,257

As previously disclosed, Mark DeYoung was previously nominated for election as a director at the Annual Meeting but withdrew himself as a nominee in connection with his retirement as the Company’s Chief Executive Officer and Chairman of the Board on July 11, 2017. The Board designated Gary L. McArthur as a substitute director nominee for election at the Annual Meeting. All shares represented at the Annual Meeting by valid proxies that were voted in favor of Mr. DeYoung were voted in favor of the election of Mr. McArthur as substitute nominee.

Item 8.01.Other Events.

On August 1, 2017, the independent members of the Board appointed April H. Foley as lead independent director. As lead independent director, Ambassador Foley chairs executive sessions and other meetings of the independent directors and communicates, as appropriate, the results of those sessions or meetings to the Chairman, the Board and the Company's management. The lead independent director’s other responsibilities are set forth in a lead independent director charter that is available on the Company's website atwww.vistaoutdoor.comby selectingInvestorsand thenCorporate Governance.


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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