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COLUMBIA SPORTSWEAR CO

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

View on SEC.gov

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
See the whole filing, with its images and exhibits

PROXY SUMMARY

This proxy summary highlights information contained elsewhere in our Proxy Statement. For more complete information about these topics, please review our 2024 Annual Report to Shareholders and this entire Proxy Statement. This Proxy Statement was first mailed or made available to shareholders on or about April 22, 2025.

2025 Annual Meeting of Shareholders

Date, Time, and Virtual LocationMeeting Agenda
June 5, 2025 at 2:00 p.m. Pacific TimeThe meeting will cover the proposals listed under voting items and Board recommendations below and any other business that may properly come before the meeting
Visit www.virtualshareholdermeeting.com/COLM2025
Record DateVoting Eligibility
April 1, 2025Owners of our common stock as of the Record Date are entitled to vote on all matters

Voting Items and Board Recommendations

ItemProposalBoard Vote RecommendationFurther Details
1.Elect ten directorsFOR ALLp. 12
2.Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025FORp. 16
3.Approve, by non-binding vote, executive compensationFORp. 47
4.Vote on a shareholder proposal described herein, if properly presented at the meetingAGAINSTp. 48

How to Vote

We strongly encourage you to vote. You may vote via the internet, by telephone, or, if you have received a printed version of these proxy materials, by mail. If you are a beneficial shareholder, your broker will NOT be able to vote your shares with respect to the election of directors and most of the other matters presented during the meeting unless you have given your broker specific instructions to do so. For more information, see “General Information About the Annual Meeting” on page 53 of this Proxy Statement.

2024 Business Highlights

Founded in 1938 in Portland, Oregon, as a small, family-owned, regional hat distributor, Columbia Sportswear Company has grown to become a global leader in designing, developing, marketing, and distributing outdoor, active and lifestyle products, including apparel, footwear, accessories, and equipment. We connect active people with their passions by providing them with the products they need to seek inspiration and adventure. We meet the diverse needs of our customers and consumers through our four well-known brands: Columbia®, SOREL®, Mountain Hardwear®, and prAna®.

Our products are sold in more than 110 countries through a mix of distribution channels. Our wholesale distribution channel consists of small, independently operated specialty outdoor and sporting goods stores, regional, national and international sporting goods chains, large regional, national and international department store chains, internet retailers, international distributors where we generally do not have our own direct operations, and certain other retailers. Our direct-to-consumer distribution channel consists of a network of branded, outlet, temporary clearance and employee retail stores, brand-specific e-commerce sites and shop-in-shop retail locations. In addition, we earn revenue through licensing certain of our trademarks across a range of apparel, accessories, equipment, footwear, and home products.

Fiscal 2024 Financial Results

FULL YEAR 2024
GLOBAL RESULTS
TWELVE MONTHS ENDED DEC 31, 2024
NET SALESGROSS MARGINOPERATING INCOMEDILUTED EPS
$3.37 billion50.2%$270.7 million$3.82
–3%+60 bps–13%–7%

Percentage metrics are year-over-year metrics comparing full year 2024 results to full year 2023 results.

During the year we made substantial progress on our inventory reduction efforts, achieved cost savings through our Profit Improvement Program, and returned meaningful cash to shareholders through share buybacks and dividends. We also laid the foundation for Columbia’s ACCELERATE Growth Strategy.

Strategic Priorities

We continue to invest in our strategic priorities to:

v accelerate profitable growth;

v create iconic products that are differentiated, functional and innovative;

v drive brand engagement through increased, focused demand creation investments;

v enhance consumer experiences by investing in capabilities to delight and retain consumers;

v amplify marketplace excellence, with digitally-led, omni-channel, global distribution; and

v empower talent that is driven by our core values through a diverse and inclusive workplace.

Continuing Strong Returns for our Shareholders

Our goal is to deliver long-term shareholder value by maintaining a strong balance sheet and a disciplined approach to capital allocation. Dependent upon market conditions and our strategic priorities, our capital allocation approach includes returning cash to shareholders through dividends and share repurchases. In 2024, the Company paid $70 million of dividends and repurchased $318 million of common stock.

Governance Matters

v Highly Qualified Board. Our directors bring a variety of different experiences to help provide effective oversight in the boardroom. In carefully crafting the make-up of our Board of Directors (the “Board”), the Nominating and Corporate Governance Committee considers the background and experiences of each candidate, and how the candidate would contribute to the overall experience of the Board. Some of the key skills of our Board are outlined below.

BoyleBabsonBryantCulverDensonMansellNelsonShiSimmonsWasson
Knowledge, Skills and Experience
Executive Leadership Experiencelllllllll
Finance / Capital Allocationllllllllll
Internationalllllllll
Supply Chainllllll
E-Commerce / Digital / Technologyllllllll
Data Protection / Cyber / ITlllllll
Retail / Apparel & Footwearlllllllll
Brand / Marketinglllllll
Human Capital Management / Compensationllllllll

v Board Refreshment. The Board does not believe it should establish a limit on the number of times that a director may stand for election to the Board nor does it believe that there should be an established mandatory retirement age for Board members. However, the Nominating and Corporate Governance Committee considers the tenure of directors when determining whether candidates should stand for re-election and whether new members should be added. In addition, age is considered in conjunction with other criteria in determining a member’s ability to continue to serve effectively. In January 2024, the Board appointed Charles D. Denson to the Board. Since January 2019, four new directors have joined the Board.

2 | COLUMBIA SPORTSWEAR COMPANY | 2025 Annual Proxy Statement v Board Diversity. Our Board believes that differences in experiences, knowledge, skills, and viewpoints enhance the Board’s overall performance. Although the Board does not maintain a specific policy with respect to Board diversity, the Nominating and Corporate Governance Committee considers a broad range of background and experience in its assessment of the Board’s composition.

v Independent Board Leadership. Timothy P. Boyle, our President and Chief Executive Officer, also serves as Chairman of the Board. Given the combined Chairman and Chief Executive Officer roles, the Board also has a Lead Independent Director, Andy D. Bryant. As Lead Independent Director, Mr. Bryant oversees executive sessions of the Board’s independent directors. Nine of the Board’s ten directors are independent. The Board believes the presence of a Lead Independent Director, together with a strong leader in the combined role of Chairman and Chief Executive Officer, serves the best interests of the Company and its shareholders at this time.

Executive Compensation Highlights

Columbia’s executive compensation program aims to reward performance. Our executive officers typically realize a significant portion of their compensation only when we achieve annual and long-term business goals and when our stock price increases. Highlights related to our 2024 compensation program for our named executive officers, Timothy P. Boyle (our “CEO”), Jim A. Swanson, Joseph P. Boyle, Peter J. Bragdon, and Steven M. Potter are as follows:

v Majority of Compensation at Risk. For each of our named executive officers, target annual compensation in the form of base salary represented approximately 22% to 37%, and consequently, at-risk compensation represented approximately 63% to 78%, of each such named executive officer’s potential total compensation at target performance levels. “At-risk” compensation includes all short-term and long-term incentive compensation. Approximately 78% of the target annual compensation for our CEO is ”at risk."

v Annual Incentive Compensation. The Company’s fiscal year 2024 corporate performance target, including minimum threshold and maximum levels, for the Executive Incentive Compensation Plan was set by the Talent and Compensation Committee in early 2024. The corporate performance target was based on adjusted operating income (“AOI”). As a result of the financial achievements of the Company, 84.1% of target was achieved under the Executive Incentive Compensation Plan and certified by the Talent and Compensation Committee in January 2025.

v Long-Term Compensation. In 2024, the Talent and Compensation Committee awarded time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”) to Messrs. Bragdon, Potter and Swanson, and stock options to Messrs. Joseph P. Boyle, Bragdon, Potter, and Swanson, consistent with its historical approach for these executives. Mr. Joseph P. Boyle received 100% stock options due to his level of stock ownership. Because our CEO holds a significant amount of our common stock, he typically does not receive any equity compensation grants (other than an option grant in 2021) and instead continued to receive in 2024 a long-term incentive cash award tied to the same multi-year operating goals and total shareholder return to which the vesting of PRSU awards for the other executive officers is subject.

Based on the achievement of certain levels of three-year earnings before interest and taxes margin (“EBIT Margin”) relative to a peer group, set by the Talent and Compensation Committee in 2022 and upon certification of such achievement by the Talent and Compensation Committee in March 2025, 60% of PRSUs awarded to Messrs. Bragdon and Swanson for the 2022 through 2024 performance period vested, and our

CEO similarly received 60% of the target long-term incentive cash award granted to him for the 2022 through 2024 performance period. Mr. Potter departed the Company in January 2025 and, as a result, forfeited all PRSUs granted in 2022, which had not vested at the time of his departure. Consistent with his receiving long-term incentives in stock options rather than PRSUs, Mr. Joseph P. Boyle did not receive a grant of PRSUs in 2022 and therefore did not vest in any PRSUs based on the 2022 through 2024 performance period.

v Executive Compensation Best Practices.

What We Do
üBase a majority of our compensation on performance and retention incentives
üRetain an independent advisor for the Talent and Compensation Committee
üCap incentive programs
üHave stock ownership guidelines for our named executive officers
üHave a clawback policy for our named executive officers
üConduct annual “say-on-pay” advisory votes
What We Don’t Do
ûAllow hedging or pledging of Company stock
ûReprice stock options
ûExcessive severance payments
ûSingle-trigger change-in-control severance
ûGuaranteed bonus amounts
ûExcessive perquisites
ûEmployment contracts

4 | COLUMBIA SPORTSWEAR COMPANY | 2025 Annual Proxy Statement

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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.