Skip to main content

COLUMBIA SPORTSWEAR CO

For the period ended Jun 10, 2026. Filed Apr 24, 2026.

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 10, 2026 · Filed Apr 24, 2026

COLM$70.43+1.9%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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 2026 ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholders:

The Board of Directors of Columbia Sportswear Company, an Oregon corporation, cordially invites you to attend our 2026 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held virtually at 3:00 p.m. Pacific Time on Wednesday, June 10, 2026. If you wish to attend the Annual Meeting by remote communication, please log into www.virtualshareholdermeeting.com/COLM2026 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) 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 2026;

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

  4. Approve the Columbia Sportswear Company Amended and Restated 2020 Stock Incentive Plan;

  5. Consider a shareholder proposal described in the accompanying proxy statement, if properly presented at the meeting; and

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

Only shareholders of record at the close of business on April 6, 2026 are entitled to vote at the Annual Meeting. A list of shareholders will be available for inspection beginning on April 24, 2026 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 24, 2026

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders

This Notice of Meeting, our Proxy Statement and our 2025 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 24, 2026.

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
2025 Summary Compensation Table30
2025 Grants of Plan-Based Awards Table32
2025 Outstanding Equity Awards at Fiscal Year-End Table35
2025 Option Exercises and Stock Vested Table37
2025 Nonqualified Deferred Compensation37
Potential Payments Upon Termination or Change in Control38
Pay Ratio Disclosure42
PAY VERSUS PERFORMANCE44
EQUITY COMPENSATION PLAN INFORMATION48
PROPOSAL 3: ADVISORY VOTE (NON-BINDING) APPROVING EXECUTIVE COMPENSATION49
PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED 2020 STOCK INCENTIVE PLAN50
PROPOSAL 5: SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS57
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT60
Stock Ownership Guidelines61
Prohibition on Hedging or Pledging Columbia Securities61
Insider Trading Arrangements and Policies62
Delinquent Section 16(a) Reports62
GENERAL INFORMATION ABOUT THE ANNUAL MEETING63
Online Meeting63
Voting63
Attending64
ADDITIONAL INFORMATION66
Solicitation Expenses66
Electronic Delivery of Proxy Materials66
Householding of Proxy Materials66
Other Materials66
Communications with the Board66
2027 Shareholder Proposals or Nominations67
APPENDIX A: AMENDED AND RESTATED 2020 STOCK INCENTIVE PLAN,A-1

COLUMBIA SPORTSWEAR COMPANY | 2026 Annual Proxy Statement | i

ContentsView on SEC.gov

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