Oregon | 000-23939 | 93-0498284 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(a) | Columbia Sportswear Company’s (the “Company”) Annual Meeting of Shareholders was held on June 13, 2017 (the “Meeting”). |
(b) | Seven matters, which are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission, were submitted to a vote of security holders at the Meeting: |
1. | To elect directors for the next year; |
2. | To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2017; |
3. | To approve, by non-binding vote, executive compensation; |
4. | To recommend, by non-binding vote, the frequency of executive compensation; |
5. | To approve the 1997 Stock Incentive Plan, as amended; |
6. | To approve the Executive Incentive Compensation Plan, as amended; and |
7. | To consider and act upon one shareholder proposal. |
1. | Election of Directors. All of the following directors were elected at the Meeting by the votes cast as follows: |
Votes For | Votes Against | Votes Withheld | Broker Non-Votes | |
Gertrude Boyle | 66,082,914 | 0 | 371,300 | 2,143,729 |
Timothy P. Boyle | 65,819,622 | 0 | 634,592 | 2,143,729 |
Sarah A. Bany | 65,900,301 | 0 | 553,913 | 2,143,729 |
Murrey R. Albers | 65,377,149 | 0 | 1,077,065 | 2,143,729 |
Stephen E. Babson | 65,933,776 | 0 | 520,438 | 2,143,729 |
Andy D. Bryant | 65,522,683 | 0 | 931,531 | 2,143,729 |
Edward S. George | 65,376,552 | 0 | 1,077,662 | 2,143,729 |
Walter T. Klenz | 65,520,877 | 0 | 933,337 | 2,143,729 |
Ronald E. Nelson | 66,338,097 | 0 | 116,117 | 2,143,729 |
Malia H. Wasson | 66,334,824 | 0 | 119,390 | 2,143,729 |
2. | Ratification of Auditors. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2017 was approved with the following votes: |
For | Against | Abstain | Broker Non-Votes |
68,338,104 | 148,600 | 111,239 | 0 |
3. | Say on Pay. The proposal to approve, by non-binding vote, the Company’s executive compensation program was approved with the following votes: |
For | Against | Abstain | Broker Non-Votes |
66,006,070 | 230,702 | 217,442 | 2,143,729 |
4. | Frequency of Say on Pay. The proposal to approve, by non-binding vote, the frequency of the advisory vote on the Company’s executive compensation program was approved with the following votes: |
1 Year | 2 Years | 3 Years | Abstain |
64,719,051 | 14,132 | 1,707,181 | 13,850 |
5. | 1997 Stock Incentive Plan. The proposal to approve the Company’s 1997 Stock Incentive Plan, as amended, was approved with the following votes: |
For | Against | Abstain | Broker Non-Votes |
60,074,470 | 6,359,189 | 20,555 | 2,143,729 |
6. | Executive Incentive Compensation Plan. The proposal to approve the Company’s Executive Incentive Compensation Plan, as amended, was approved with the following votes: |
For | Against | Abstain | Broker Non-Votes |
66,106,911 | 323,193 | 24,110 | 2,143,729 |
7. | Proxy Access. The Shareholder proposal requesting that the Board of Directors amend the Company’s bylaws to provide proxy access, was not approved with the following votes: |
For | Against | Abstain | Broker Non-Votes |
17,070,452 | 49,346,766 | 36,996 | 2,143,729 |
COLUMBIA SPORTSWEAR COMPANY | ||
Dated: June 15, 2017 | By: | /S/ PETER J. BRAGDON |
Peter J. Bragdon | ||
Executive Vice President, Chief Administrative Officer, General Counsel, and Secretary |