COLUMBIA SPORTSWEAR CO
For the period ended Jun 10, 2026. Filed Apr 24, 2026.
View on SEC.govAbout 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
Contents
PROXY SUMMARY
This proxy summary highlights information contained elsewhere in our Proxy Statement. For more complete information about these topics, please review our 2025 Annual Report to Shareholders and this entire Proxy Statement. This Proxy Statement was first mailed or made available to shareholders on or about April 24, 2026.
2026 Annual Meeting of Shareholders
| Date, Time, and Virtual Location | Meeting Agenda |
|---|---|
| June 10, 2026 at 3:00 p.m. Pacific Time | The 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/COLM2026 | |
| Record Date | Voting Eligibility |
| April 6, 2026 | Owners of our common stock as of the Record Date are entitled to vote on all matters |
Voting Items and Board Recommendations
| Item | Proposal | Board Vote Recommendation | Further Details |
| 1. | Elect ten directors | FOR ALL | p. 12 |
| 2. | Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 | FOR | p. 16 |
| 3. | Approve, by non-binding vote, executive compensation | FOR | p. 49 |
| 4. | Approve the Columbia Sportswear Company Amended and Restated 2020 Stock Incentive Plan | FOR | p. 50 |
| 5. | Consider a shareholder proposal described herein, if properly presented at the meeting | AGAINST | p. 57 |
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 63 of this Proxy Statement.
2025 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 115 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 2025 Financial Results
| FULL YEAR 2025 | |||
|---|---|---|---|
| GLOBAL RESULTS | |||
| TWELVE MONTHS ENDED DEC 31, 2025 | |||
| NET SALES | GROSS MARGIN | OPERATING INCOME | DILUTED EPS |
| $3.40 billion | 50.5% | $207.0 million | $3.24 |
| +1% | +30 bps | –24% | –15% |
Percentage metrics are year-over-year metrics comparing full year 2025 results to full year 2024 results.
During the year we delivered strong growth internationally and focused our U.S. efforts on the Columbia ACCELERATE Growth Strategy. In furtherance of the ACCELERATE Growth Strategy in the U.S., the Columbia brand launched new and enhanced product collections, differentiated marketing through the “Engineered for Whatever” campaign, new premium retail experiences, and a newly designed e-commerce website with enhanced features and photography.
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.
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. Depending on market conditions and our strategic priorities, our capital allocation approach includes returning cash to shareholders through dividends and share repurchases. In 2025, the Company paid $66 million of dividends and repurchased $201 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.
| Boyle | Babson | Bryant | Culver | Denson | Mansell | Nelson | Shi | Simmons | Wasson | |
| Knowledge, Skills and Experience | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Executive Leadership Experience | l | l | l | l | l | l | l | l | l | |
| Finance / Capital Allocation | l | l | l | l | l | l | l | l | l | l |
| International | l | l | l | l | l | l | l | l | ||
| Supply Chain | l | l | l | l | l | l | ||||
| E-Commerce / Digital / Technology | l | l | l | l | l | l | l | l | ||
| Data Protection / Cyber / IT | l | l | l | l | l | l | l | |||
| Retail / Apparel & Footwear | l | l | l | l | l | l | l | l | l | |
| Brand / Marketing | l | l | l | l | l | l | l | |||
| Human Capital Management / Compensation | l | l | l | l | l | l | l | l | ||
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
2 | COLUMBIA SPORTSWEAR COMPANY | 2026 Annual Proxy Statement criteria in determining a member’s ability to continue to serve effectively. Since January 2019, four new directors have joined the Board.
v Independent Board Leadership. Timothy P. Boyle, our 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. Below are highlights related to our 2025 compensation program for our named executive officers, Timothy P. Boyle (our “CEO”), Jim A. Swanson, Joseph P. Boyle, Peter J. Bragdon and Lisa A. Kulok. Steven M. Potter, a former named executive officer, separated from the Company on January 6, 2025 and was not included in the Talent and Compensation Committee’s 2025 compensation determinations and did not participate in the 2025 incentive programs. As a result, Mr. Potter is not included in the below summary.
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 was ”at risk” in 2025.
v Annual Incentive Compensation. The Company’s fiscal year 2025 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 2025. The corporate performance target was based on adjusted operating income (“AOI”). As a result of the financial achievements of the Company, 91.4% of target was achieved under the Executive Incentive Compensation Plan and certified by the Talent and Compensation Committee in January 2026.
v Long-Term Compensation. In 2025, the Talent and Compensation Committee awarded time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”) to Mr. Bragdon, Mr. Swanson and Ms. Kulok, and stock options to Mr. Joseph P. Boyle, Mr. Bragdon, Mr. Swanson and Ms. Kulok, 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 and instead continued to receive in 2025 long-term incentive cash awards 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 2023 and upon certification of such achievement by the Talent and Compensation Committee in March 2026, 60% of PRSUs awarded to Mr. Bragdon, Mr. Swanson and Ms. Kulok for the 2023 through 2025 performance period vested, and our CEO similarly received 60% of the target long-term incentive cash award granted to him for the 2023 through 2025 performance period. Mr. Potter separated from the Company in January 2025 and, as a result, forfeited all PRSUs granted in 2023, 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 2023 and therefore did not vest in any PRSUs based on the 2023 through 2025 performance period.
v Executive Compensation Best Practices.
| What We Do | |
|---|---|
| ü | Base a majority of our compensation on performance and retention incentives |
| ü | Retain an independent advisor for the Talent and Compensation Committee |
| ü | Cap incentive programs |
| ü | Have stock ownership guidelines for our named executive officers |
| ü | Have clawback policies for our named executive officers |
| ü | Conduct annual “say-on-pay” advisory votes |
| What We Don’t Do | |
| û | Allow hedging or pledging of Company stock |
| û | Reprice stock options |
| û | Excessive severance payments |
| û | Single-trigger change-in-control severance |
| û | Guaranteed bonus amounts |
| û | Excessive perquisites |
| û | Employment contracts |
4 | COLUMBIA SPORTSWEAR COMPANY | 2026 Annual Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.