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COLUMBIA SPORTSWEAR CO

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

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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 10, 2026 · Filed Apr 24, 2026

COLM$70.43+1.9%Stored close · as of Nov 6, 2026
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PROPOSAL 5: SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS

The following shareholder proposal was submitted to the Company for action at the Annual Meeting by Myra K. Young, 9295 Yorkship Ct, Elk Grove, CA 95758. Ms. Young represents that she has held at least $2,000 of our common stock for at least the past three years and intends to continue to hold such amount through the date of the Annual Meeting. The proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the proponent.

ITEM 5 — Shareholder Proxy Access

Resolved: Shareholders of Columbia Sportswear Company (“Company”) request that our board of directors take the steps necessary to enable shareholders, without group limits, to aggregate their shares to equal 3% of Company stock owned continuously for 3 years to facilitate shareholder proxy access with the following considerations:

Shareholders owning at least 3% of the company’s outstanding shares for at least 3 years may nominate up to 25% of the board.

There is to be no limit on the number of shareholders that can aggregate holdings to meet the ownership requirement, since small shareholders have been the primary users of proxy access.

Nomination window to allow timely assessment of current performance, such as no earlier than 90 days and no later than 120 days before the anniversary of the previous year’s proxy mailing.

Each proxy access nominee shall be entitled to include in the company’s proxy materials a supporting statement of up to 500 words supplied by the nominating shareholder(s). Such statement shall be included in substantially the same manner as shareholder-proposal supporting statements under SEC Rule 14a-8, subject to the same anti-fraud and disclosure standards as all proxy materials.

Supporting Statement: Effective proxy access would enable shareholders to nominate a small proportion of competing director candidates on the company ballot. This right improves accountability without risking a shift in control. This right is particularly important for shareholders who want to ensure that our Company's board and management refrain from practices that threaten the social and environmental systems on which diversified portfolios depend.1 With proxy access, such issues are more likely to be addressed.

Additionally, proxy access can avoid the expense of soliciting votes for both sides. Competitive elections benefit everyone; proxy contests for control do not. Even if not exercised, this right incentivizes our board to nominate directors with stronger qualifications, thereby reducing the likelihood of exercising it.

A CFA Institute analysis found proxy access would “benefit both the markets and corporate boardrooms, with little cost or disruption,” raising U.S. market capitalization by up to $140.3 billion.2 Another study found an average 0.5% increase in shareholder value for firms targeted by proxy access.3 Shareholders, including large ones, such as BlackRock and Vanguard, generally support proxy access rights.

In response to a study finding that many directors do not want to monitor,4 corporate governance expert Nell Minow observed: “This acknowledgment that directors see themselves as corporate cheerleaders instead of skeptics whose job is to push back, question, and insist on better is further proof that shareholders will need to support more Engine No.1-style challenges.”5

Forgoing standard group limits would allow shareholders with small holdings to join nominating groups and do the work that large passive owners are unlikely to undertake. Proxy access directors nominated by such groups may be able to monitor more effectively than typical outside directors and could bring additional benefits.6

Enhance Shareholder Value, Vote FOR Shareholder Proxy Access – Proposal 5

1 https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study-FINAL.pdf

2 https://www.cfainstitute.org/sites/default/files/-/media/documents/article/position-paper/proxy-access-in-united-states-revisiting-proposed-sec-rule.pdf

3 https://ssrn.com/abstract=2635695

4 https://corpgov.law.harvard.edu/2021/09/02/corporate-directors-implicit-theories-of-the-roles-and-duties-of-boards/

5 https://valueedgeadvisors.com/2021/09/02/corporate-directors-say-its-not-their-job-to-monitor-ceo-study-bloomberg/

6 https://www.aspeninstitute.org/publications/new-corporate-boardroom/

The Company’s Statement in Opposition to Shareholder Proposal

Columbia’s Board is committed to strong corporate governance practices and an appropriate balance of shareholder rights. However, the Board believes this proposal related to proxy access is not in the best interest of all of the Company’s shareholders andrecommends a vote AGAINST this proposal.

Proxy access is a procedure designed to facilitate company-financed proxy contests in director elections, pitting the Board’s nominees against one or more candidates nominated by a shareholder meeting minimal eligibility requirements. We understand the importance of giving shareholders a voice in director nominations. This proposal, however, ignores the effective voice our shareholders already have, and would introduce an unnecessary and potentially expensive and destabilizing dynamic into the Board election process.

The Company already has extensive processes and practices in place to identify and nominate director candidates who possess a combination of skills, professional experience and diversity of backgrounds and that represent the interests of all shareholders. An effective board of directors is composed of individuals with a wide-ranging and complementary blend of experiences, skills and perspectives. Our existing processes allow the independent Nominating and Governance Committee and our Board to assess the particular qualifications of potential director nominees and determine whether they will contribute to an effective and well-rounded Board that operates openly and collaboratively and represents the interests of all shareholders, not just those with special interests. Shareholders already have the right to recommend a director candidate for consideration by the Nominating and Governance Committee as part of this process. Allowing shareholders to nominate competing candidates as directors in our proxy statement as contemplated by this proposal would seriously undercut the role of the independent Nominating and Governance Committee and our Board in one of the most crucial elements of corporate governance.

Under the current process, director nominees are identified and recommended to the Board by the Nominating and Governance Committee, whose members, unlike a small group of shareholders, have a fiduciary duty to act in the best interests of all shareholders. In fulfilling that duty, the Committee has developed criteria and a process for identifying and recommending director candidates for election by our shareholders. As part of this process, shareholders can recommend prospective director candidates for the Committee’s consideration, and those candidates are evaluated and considered in the same manner and utilizing the same criteria as candidates recommended by a Board member, management, a search firm or any other source. These processes, which are also described above under “Director Nominations,” are carefully designed to identify and nominate director candidates who possess a combination of skills, professional experience and diversity of backgrounds necessary to oversee our business and who can contribute to the overall effectiveness of our Board. The Committee also carefully reviews and considers the independence of potential nominees, which is a complex undertaking in light of the broad scope of the Company’s business and the resulting risk that nominees, their family members or affiliated entities may do business with the Company.

This proxy access proposal would enable a holder or group of holders with as little as 3% of our outstanding shares to completely bypass this process by placing directly into nomination candidates who may fail to meet the independence or other qualifications established by the Board, fail to contribute to the desired mix of perspectives, or fail to represent the interests of shareholders as a whole.

In addition, the Board believes this proposal is not in the best interests of shareholders for a number of other reasons, including:

Increases Company Costs. Under the Company’s current processes, a shareholder seeking to elect its own nominee to the Board would, like the Company, need to undertake the expense of soliciting proxies on its nominee’s behalf. We see little reason why a shareholder owning 3% of the outstanding shares of the Company should not, if the shareholder has a legitimate interest in having representation on the Board, bear the expense of soliciting proxies. Moreover, in a contested election, we would likely feel compelled to undertake an additional and potentially expensive campaign in support of Board-nominated candidates and to inform shareholders of the reasons the shareholder nominee(s) should not be elected.

Increases the Influence of Special Interest Groups. Proxy access allows a shareholder with a special interest to use the proxy access process to promote a specific agenda rather than the interests of all shareholders. Unlike the members of the Nominating and Governance Committee, who owe fiduciary duties to all of our shareholders, a shareholder making a nomination through the proxy access procedure has no fiduciary obligations and could look to serve its own interests. Additionally, this proposal, in effect, creates a carte blanche for shareholders, even when the Nominating and Governance Committee and the

58 | COLUMBIA SPORTSWEAR COMPANY | 2026 Annual Proxy Statement

Board conclude that it would not be in the interests of shareholders. Furthermore, the effects of this proposal are disproportionate with the ownership requirement, as it allows a single shareholder who owns, or a group of unlimited size of shareholders who own, in the aggregate, 3% of our outstanding shares to nominate candidates representing 25% of the current Board seats.

Our existing corporate governance policies already provide the appropriate balance between ensuring Board accountability to shareholders and enabling the Board to effectively oversee Columbia’s business and affairs for the long-term benefit of shareholders. Our Board is accountable to shareholders through a variety of governance practices, including:

A lead independent director;

Annual elections of our entire Board;

Annual Board and Committee evaluations;

Shareholders are able to propose director nominees to the Nominating and Governance Committee; and

Shareholders are able to submit proposals for consideration at an Annual Meeting.

The Board believes that the current measures the Company employs for the nomination and election of directors have led to a Board that is responsive to shareholder input and promotes a strategy of long-term value creation. Disruption of the Board’s functioning could adversely affect the pursuit of our long-term strategy and put shareholder value at risk. For the foregoing reasons, we believe that this proposal is unnecessary and is not in the best interests of our shareholders.

RECOMMENDATION BY THE BOARD OF DIRECTORS

The Board of Directors recommends that shareholders vote AGAINST Proposal 5.

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