BRUNSWICK CORP
For the period ended May 1, 2024. Filed Mar 20, 2024.
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May 1, 2024 · Filed Mar 20, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| ☑ Filed by the Registrant | ☐ Filed by a Party other than the Registrant |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2)) |
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| ☑ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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BRUNSWICK CORPORATION
(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 |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Contents
| 8 | Proxy Summary |
| 16 | Proposal 1 |
| Election of Directors Named in this Proxy Statement |
| 24 | Corporate Governance |
| 32 | Governance Policies and Practices |
| 36 | Director Compensation |
| 39 | Stock Held by Directors, Executive Officers, and Principal Shareholders |
| 42 | Executive Compensation |
| 70 | Proposal 2 |
| Advisory Vote to Approve the Compensation of our Named Executive Officers |
| 74 | Audit-Related Matters |
| 78 | Proposal 3 |
| Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 |
| 80 | Submission of Shareholder Proposals for the 2025 Annual Meeting |
| 82 | Frequently Asked Questions About the Annual Meeting |
| 87 | Appendix |
| Non-GAAP Reconciliations |
Contents — 2024 Proxy Statement | 1
March 20, 2024
Dear Fellow Shareholders:
On behalf of your Board of Directors and management team, thank you for investing in Brunswick Corporation.
| In 2023, Brunswick delivered the second highest sales and adjusted earnings per share in Company history despite the challenging macroeconomic backdrop. Additionally, we implemented effective, structural cost control measures and generated exceptionally strong free cash flow while continuing to invest in new products, technologies, and facilities to secure future growth. In 2023, Brunswick received more than 100 major awards for its products, brands, and culture, reflecting our commitment to product and technology leadership, conducting business responsibly, and continuing to be an employer of choice. Forbes recognized Brunswick as one of America’s Best Large Employers for the fourth consecutive year, as well as a: World’s Best Employer; Best Employer for Diversity; and Best Employer for Veterans. In addition, we were recognized by Newsweek as one of America’s Most Responsible Companies for the fourth consecutive year. The more difficult macroeconomic and consumer environment in 2023 and early 2024 has allowed us to clearly demonstrate the resiliency of our business portfolio and we have delivered significant market share gains in our engine and boat businesses through our consistent investments in industry-leading new products and experiences. In addition, our capital strategy continues to prioritize returning capital to our shareholders through our 12th straight year of dividend increases and share repurchases of $275 million in 2023 and, in early 2024, your Board of Directors increased the share repurchase | authorization, which now provides for more than $500 million of capacity for additional repurchases. The following are some of the many additional 2023 highlights: ● The launch of a powerful Brunswick brand update and new tagline, Next Never Rests™, reflecting our commitment to continuously challenging ourselves to move Brunswick and the marine industry forward through customer-driven, technology-enabled solutions across our portfolio of category-leading brands and businesses. ● The introduction of our first electrified products, including Mercury Marine’s Avator electric outboard product line, now with five models, and the introduction of Veer, an award-winning brand designed to support electric propulsion and appeal to the next generation of boaters. ● The acquisition of Fliteboard, a world leader in electric foiling technology, with the most respected brand and product line in this growing and exciting activity. ● Freedom Boat Club’s continued, rapid, global expansion with additional locations in the US, Europe, and its first locations in Australia for more than 410 locations worldwide. ● The launch of Mercury Racing’s 500R outboard engine, raising the bar again in propulsion solutions for high-performance boating. ● Brunswick Boat Group’s launch of 70 new or refreshed products in 2023, yielding numerous awards and driving market share gains in many categories. |
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David M. Foulkes
Nancy E. Cooper
Letter from the Board Chair and CEO — 2024 Proxy Statement | 3
| ● | The accelerated integration and restructuring of Navico Group and announced investments in two centers of excellence in advanced battery technology and metal fabrication. |
| ● | A refresh of Brunswick’s Employee Value Proposition, emphasizing our commitment to innovation, drive for results, exceptional execution, and a culture of unity and authenticity. |
Brunswick continues to demonstrate our commitment to sustainability with additional actions and investments in our operations and products. We activated on-site solar arrays at two additional facilities (for a total of seven facilities), completed energy efficiency upgrades at more than 15 facilities, and expanded (to 22) the number of facilities diverting 90% or more of operational waste to recycling and away from landfills. The launch of the Avator electric outboard product line, the expanded application of our Fathom onboard generator replacement system, and the addition of Fliteboard to our portfolio of electrified products demonstrates our commitment and capability to deploy electrified, marine solutions in ways that enhance the customer experience and avoid compromise.
As a result of these actions and others, Brunswick received an improved 2023 CDP Climate Change Survey rating of B. In addition, Brunswick advanced its diversity and belonging programs, achieving a 100% increase in participation in our five Employee Resource Groups. Highlights of our sustainability programming are included in this Proxy Statement and further details will be available in our 2023 Sustainability Report released later this spring.
In the face of some continued consumer hesitancy, primarily associated with our value product lines, we are taking a balanced approach to 2024,
benefitting significantly from our disciplined control of field inventory levels in the second half of 2023, matching our production with retail, and remaining extremely focused on delivering steady free cash flow. We believe our strong operational performance and continued investments in new products and growth, coupled with further, prudent cost containment actions, provide the necessary controllable levers in this uncertain consumer and business environment and position us to again outperform the market.
We exhibited at the Consumer Electronics Show (CES) in Las Vegas for the fourth time in early 2024, showcasing a Freedom Boat Club marina of the future concept featuring many of our new and innovative technologies and achieving widespread media coverage in addition to winning our third CES Innovation Award, this time for the 20e and 35e Avator electric outboard motors.
Your Board continues to be committed to delivering long-term, sustainable shareholder value, and we are confident that our leadership team and strategy will continue to demonstrate the unique power of our resilient portfolio and our many opportunities for future growth and success.
We invite you to join us for our annual meeting of shareholders, which will be conducted via live audio webcast on May 1, 2024. You may attend the virtual meeting of shareholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BC2024. We look forward to your attendance and participation again this year.
Your vote is very important. Whether or not you plan to attend the meeting, please vote via the Internet, by telephone, or by signing and returning a proxy card.
Thank you for your continued support.
Nancy E. Cooper
Non-Executive Board Chair
Brunswick Corporation
David M. Foulkes
Chief Executive Officer
Brunswick Corporation
4 | 2024 Proxy Statement — Letter from the Board Chair and CEO
Notice
2024 Annual Meeting of Shareholders
Date — May 1, 2024 | Time — 9 a.m. CDT
Location — Online at****www.virtualshareholdermeeting.com/BC2024
| Voting Matters — 2024 Proposals | Board Recommends: | Learn More on Page: |
|---|---|---|
| Proposal 1: Election of Directors Named in this Proxy Statement | FOR each nominee | 15 |
| Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers | FOR | 69 |
| Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 | FOR | 77 |
Review Your Proxy Statement and Vote in One of Four Ways***:**
AM I ELIGIBLE TO VOTE?
You can vote if you were a shareholder of record at the close of business on March 8, 2024.
| * | If you hold shares in the Brunswick Retirement Savings Plan or the Brunswick Rewards Plan, you must direct the trustee of these plans how to vote these shares by one of these methods no later than 11:59 p.m. EDT on April 26, 2024. |
Certain statements in this Proxy Statement are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates, and projections and by their nature address matters that are, to different degrees, uncertain. Words such as “may,” “could,” “should,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks that may cause actual results to differ materially from expectations as of the date of this Proxy Statement. These risks include, but are not limited to, those set forth in Brunswick’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent reports filed with the Securities and Exchange Commission.
Notice — 2024 Proxy Statement | 5
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.