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COLUMBIA SPORTSWEAR CO

For the period ended Jun 5, 2025. Filed Apr 22, 2025.

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About this filing

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.

Jun 5, 2025 · Filed Apr 22, 2025

COLM$70.43+1.9%Stored close · as of Nov 6, 2026
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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

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholders:

The Board of Directors of Columbia Sportswear Company, an Oregon corporation, cordially invites you to attend our 2025 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held virtually at 2:00 p.m. Pacific Time on Thursday, June 5, 2025. If you wish to attend the Annual Meeting by remote communication, please log into www.virtualshareholdermeeting.com/COLM2025 in advance of the meeting. Log-in will begin at 1:45 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) or on the instructions that accompanied your proxy materials. There will be no physical location for shareholders to attend.

The purpose of the meeting is to:

  1. Elect ten directors;

  2. Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025;

  3. Approve, by non-binding vote, executive compensation;

  4. Vote on a shareholder proposal described in the accompanying proxy statement, if properly presented at the meeting; and

  5. Act upon any other matters that may properly come before the meeting.

Only shareholders of record at the close of business on April 1, 2025 are entitled to vote at the Annual Meeting. A list of shareholders will be available for inspection beginning on April 22, 2025 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 22, 2025

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders

This Notice of Meeting, our Proxy Statement and our 2024 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 22, 2025.

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 SUMMARY1
CORPORATE GOVERNANCE5
Risk Oversight5
Oversight Documents5
Board Structure6
Assessments and Evaluations8
Director Nominations8
Certain Relationships and Related Person Transaction9
DIRECTOR COMPENSATION10
Director Compensation Philosophy10
Non-Employee Director Compensation10
PROPOSAL 1: ELECTION OF DIRECTORS12
AUDIT COMMITTEE REPORT15
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM16
Principal Accountant Fees and Services16
Pre-Approval Policy16
COMPENSATION COMMITTEE REPORT17
EXECUTIVE COMPENSATION18
Compensation Discussion and Analysis18
2024 Summary Compensation Table28
2024 Grants of Plan-Based Awards Table30
2024 Outstanding Equity Awards at Fiscal Year-End Table33
2024 Option Exercises and Stock Vested Table35
2024 Nonqualified Deferred Compensation35
Potential Payments Upon Termination or Change in Control36
Pay Ratio Disclosure40
PAY VERSUS PERFORMANCE42
EQUITY COMPENSATION PLAN INFORMATION46
PROPOSAL 3: ADVISORY VOTE (NON-BINDING) APPROVING EXECUTIVE COMPENSATION47
PROPOSAL 4: SHAREHOLDER PROPOSAL FOR GHG EMISSIONS REDUCTION TARGETS48
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT50
Stock Ownership Guidelines51
Prohibition on Hedging or Pledging Columbia Securities52
Insider Trading Arrangements and Policies52
GENERAL INFORMATION ABOUT THE ANNUAL MEETING53
Online Meeting53
Voting53
Attending54
ADDITIONAL INFORMATION56
Solicitation Expenses56
Electronic Delivery of Proxy Materials56
Householding of Proxy Materials56
Other Materials56
Communications with the Board56
2026 Shareholder Proposals or Nominations57

COLUMBIA SPORTSWEAR COMPANY | 2025 Annual Proxy Statement | i

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.