COLUMBIA SPORTSWEAR CO
For the period ended May 30, 2024. Filed Apr 17, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 30, 2024 · Filed Apr 17, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
☑Filed by the Registrant☐Filed by a Party other than the Registrant
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
COLUMBIA SPORTSWEAR COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
MESSAGE FROM OUR CHAIRMAN, PRESIDENT AND CEO
DEAR FELLOW SHAREHOLDERS:
I’m proud of what our global workforce was able to achieve in 2023, as we navigated a challenging environment. One of our top priorities throughout the year was executing an inventory management plan. I’m pleased to report that we exited the year with inventories down 27 percent compared to last year.
Overall, 2023 net sales increased 1 percent to $3.5 billion. In this muted growth environment, we experienced selling, general and administrative expense deleverage, and our operating margin performance was well short of my personal goal for the business.
To mitigate further erosion in profitability and to improve the efficiency our operations, we have implemented a multi-year profit improvement program. We are focused on four areas of cost reduction and realignment:
Operational cost savings, including inventory management
Organizational cost savings
Operating model improvements
Indirect, or non-inventory, spending
Our strong balance sheet enables us to take a thoughtful approach to this work, while still driving meaningful returns to shareholders.
I know we can do better and our short-term performance is not indicative of my long-term beliefs about the Company. Thank you for being with us on this journey.
Sincerely,
Timothy P. Boyle
Chairman, President and Chief Executive Officer
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
Dear Shareholders:
The Board of Directors of Columbia Sportswear Company, an Oregon corporation, cordially invites you to attend our 2024 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held at 3:00 p.m. Pacific Time on Thursday, May 30, 2024. The Annual Meeting will only occur virtually at www.virtualshareholdermeeting.com/COLM2024, as authorized by our Board of Directors. There will be no physical location for shareholders to attend. You may notify the Company of your desire to participate in the meeting by logging into the online site in advance of the meeting. Log-in will begin at 2:45 p.m. Pacific Time. To participate in the Annual Meeting, you will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials.
The purpose of the meeting is:
To elect ten directors;
To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024;
To approve, by non-binding vote, executive compensation; and
To act upon any other matters that may properly come before the meeting.
Only shareholders of record at the close of business on March 26, 2024 are entitled to vote at the Annual Meeting. A list of shareholders will be available for inspection beginning April 17, 2024 at our corporate headquarters, 14375 NW Science Park Drive, Portland, OR 97229, (503) 985-4000. If you would like to view this shareholder list, please contact us at the address or telephone number provided.
Your vote is very important. Whether or not you attend the virtual Annual Meeting, it is important that your shares are represented and voted at the meeting. Please promptly submit your vote by internet, by telephone, or by signing, dating and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided so that your shares will be represented and voted at the Annual Meeting.
By Order of the Board of Directors
Christina A. Mecklenborg
Corporate Secretary and Associate General Counsel
Portland, Oregon
April 17, 2024
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders
This Notice of Meeting, our Proxy Statement and our 2023 Annual Report to Shareholders are available free of charge at www.proxyvote.com. These materials were first sent or made available to shareholders on April 17, 2024.
Special Note Regarding Forward Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements often use words such as “will,” “anticipate,” “estimate,” “expect,” “should,” “may,” and other words and terms of similar meaning or reference future dates. The Company’s expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis; however, each forward-looking statement involves a number of risks and uncertainties, including those set forth in this document, those described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and those that have been or may be described in other reports filed by the Company, including Current Reports on Form 8-K. The Company cautions that forward-looking statements are inherently less reliable than historical information. The Company does not undertake any duty to update any of the forward-looking statements after the date of this document to conform them to actual results or to reflect changes in events, circumstances or its expectations. New factors emerge from time to time and it is not possible for the Company to predict or assess the effects of all such factors or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
Other
Throughout this Proxy Statement we may refer to Columbia Sportswear Company as “Columbia,” the “Company,” “we,” “us,” or “our.”
The content on any website referred to in this Proxy Statement is not incorporated by reference in this Proxy Statement unless expressly noted.
| PROXY SUMMARY | 1 |
|---|---|
| CORPORATE GOVERNANCE | 5 |
| Risk Oversight | 5 |
| Oversight Documents | 5 |
| Board Structure | 6 |
| Assessments and Evaluations | 8 |
| Director Nominations | 10 |
| Certain Relationships and Related Person Transaction | 10 |
| DIRECTOR COMPENSATION | 12 |
| Director Compensation Philosophy | 12 |
| Non-Employee Director Compensation | 12 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 15 |
| AUDIT COMMITTEE REPORT | 18 |
| PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 19 |
| Principal Accountant Fees and Services | 19 |
| Pre-Approval Policy | 19 |
| COMPENSATION COMMITTEE REPORT | 20 |
| EXECUTIVE COMPENSATION | 21 |
| Compensation Discussion and Analysis | 21 |
| 2023 Summary Compensation Table | 30 |
| 2023 Grants of Plan-Based Awards Table | 31 |
| 2023 Outstanding Equity Awards at Fiscal Year-End Table | 33 |
| 2023 Option Exercises and Stock Vested Table | 35 |
| 2023 Nonqualified Deferred Compensation | 35 |
| Potential Payments Upon Termination or Change in Control | 36 |
| Pay Ratio Disclosure | 39 |
| PAY VERSUS PERFORMANCE | 41 |
| EQUITY COMPENSATION PLAN INFORMATION | 45 |
| PROPOSAL 3: ADVISORY VOTE (NON-BINDING) APPROVING EXECUTIVE COMPENSATION | 46 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 47 |
| Stock Ownership Guidelines | 48 |
| Prohibition on Hedging or Pledging Columbia Securities | 48 |
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 49 |
| Online Meeting | 49 |
| Voting | 49 |
| Attending | 50 |
| ADDITIONAL INFORMATION | 52 |
| Solicitation Expenses | 52 |
| Electronic Delivery of Proxy Materials | 52 |
| Householding of Proxy Materials | 52 |
| Other Materials | 52 |
| Communications with the Board | 53 |
| 2025 Shareholder Proposals or Nominations | 53 |
COLUMBIA SPORTSWEAR COMPANY | 2024 Annual Proxy Statement | i
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.