BRUNSWICK CORP
For the period ended May 7, 2025. Filed Mar 20, 2025.
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May 7, 2025 · Filed Mar 20, 2025
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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
| 7 | Proxy Summary |
| 13 | Proposal 1 |
| Election of Directors Named in this Proxy Statement |
| 21 | Corporate Governance |
| 31 | Governance Policies and Practices |
| 35 | Director Compensation |
| 39 | Stock Held by Directors, Executive Officers, and Principal Shareholders |
| 41 | Executive Compensation |
| 69 | Proposal 2 |
| Advisory Vote to Approve the Compensation of our Named Executive Officers |
| 73 | Audit-Related Matters |
| 77 | Proposal 3 |
| Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025 |
| 79 | Submission of Shareholder Proposals for the 2026 Annual Meeting |
| 81 | Frequently Asked Questions About the Annual Meeting |
| 87 | Appendix |
| Non-GAAP Reconciliations |
Contents — 2025 Proxy Statement | 1
March 20, 2025
Dear Fellow Shareholders:
On behalf of your Board of Directors and management team, thank you for investing in Brunswick Corporation.
| Brunswick had a very solid finish to 2024, characterized by significant cash generation in the fourth quarter, continued outboard engine market share gains, successful new product launches, and strong operating performance. Our focus on cost containment, robust capital strategy execution, and successful efforts to manage working capital resulted in outstanding full year operating and free cash flow generation, even as we continued to invest in new products and technologies to support strategic growth initiatives and diligently managed boat and engine field inventory. These factors enabled us to conclude 2024 with good momentum which we look forward to building on in 2025. In 2024, for the third consecutive year, Brunswick received over 100 major awards for our products, people, brands, and corporate culture. These accolades reflect our dedication to product and technology leadership, responsible business practices, and being an employer of choice. Notably, TIME Magazine ranked us number one in the engineering and manufacturing category on its list of America’s Best Midsize Companies. In addition, Forbes Magazine recognized us as one of the world’s top companies for women, and Newsweek Magazine listed us as one of America’s Most Trustworthy Companies. At the 2024 Miami International Boat Show, Brunswick Corporation was honored with a record-setting 16 product innovation and marketing awards across our portfolio of brands. | Our business portfolio continues to demonstrate resilience in the face of ongoing economic and consumer uncertainty. This strength is founded on the power of our expanding recurring revenue streams, including our P&A, aftermarket, and subscription services businesses and product lines, in addition to our ability to outpace a challenging market with share gains and increased share of wallet. Furthermore, our capital strategy continues to prioritize returning capital to our shareholders, reflected by the 12th consecutive year of dividend increases and share repurchases totaling $200 million in 2024. Additional 2024 highlights included: • Brunswick’s introduction of over 100 new products across Boat Group, Mercury Marine, Navico Group, and Flite, including: - Boat Group launching many new boat models across all its brands, including the Boston Whaler 330 Vantage, the Sea Ray SDX 250/270 and SPX 190, the Harris Cruiser e-210 powered by Mercury’s Avator electric outboards, the Princecraft Vogue pontoon, and the Lowe LS Pontoon line, as well as debuting the Navan brand and first two models in the US - Mercury Marine releasing the 75e and 110e Avator electric outboards and launching the 150R and 200R Racing outboards | David M. Foulkes |
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Letter from the Board Chair and CEO — 2025 Proxy Statement | 3
| - Navico Group launching many new products in 2024 including Simrad’s NSX Ultrawide multi-function display, the Elite FS fishfinder from Lowrance, two new trolling motors including its first saltwater trolling motor under the Simrad brand, and Lenco’s Pro Control Trim Tab System - Flite shipping 35% more Fliteboards in 2024 than in 2023 and launching its most affordable product, the Flite AIR, aimed at expanding participation in this fast-growing activity • Freedom Boat Club surpassing 60,000 memberships in 2024 representing more than 100,000 worldwide members, expanding its convenient boating participation business model to new countries, and celebrating its 35th anniversary as the largest boating community in the world • Mercury Marine achieving leading outboard engine share at all the major global boat shows in the year including Miami, Dusseldorf, Ft. Lauderdale, West Palm Beach, Dubai, and Toronto • The introduction of Boating Intelligence™, a comprehensive initiative to incorporate AI features into our products to deliver simpler, safer, smarter, and more sustainable boating As evidence of our commitment to enhancing and developing our senior leadership team, in August we seamlessly executed a sequence of role changes and promotions which included: Aine Denari becoming Executive Vice President, President of Navico Group and Chief Technology Officer; Brenna Preisser succeeding Denari as Executive Vice President and President of Brunswick Boat Group; and Will Sangster being promoted to Senior Vice President and President of Business Acceleration. All three | leaders were thoroughly prepared for their new roles and have hit the ground running. In January 2025, we exhibited at the Consumer Electronics Show (CES) in Las Vegas, showcasing the full suite of our latest technologies, including our autonomous docking solution, which is expected to be commercialized later in 2025, and engaging a broad, international audience with Brunswick. 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. In early 2025, after six years serving as CEO and as Nancy Cooper rotated off the Board Chair role she has successfully held for four years, I was honored to be elected Chairman. Nancy remains a valued director on our Board, and we thank her for her service as Board Chair. The Board also elected David Everitt to serve as Lead Independent Director, and we look forward to his significant contributions in this role. We invite you to join us for our annual meeting of shareholders, which will be conducted via live audio webcast on May 7, 2025. You may attend the virtual meeting of shareholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ BC2025. 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 promptly via the Internet, by telephone, or by signing and returning a proxy card. |
| Thank you for your continued support. | |
| David M. Foulkes Chief Executive Officer and Chairman of the Board of Directors Brunswick Corporation |
4 | 2025 Proxy Statement — Letter from the Board Chair and CEO
Notice
2025 Annual Meeting of Shareholders
Date — May 7, 2025 | Time — 8 a.m. EDT
Location — Online at www.virtualshareholdermeeting.com/BC2025
| Voting Matters — 2025 Proposals | Board Recommends: | Learn More on Page: |
|---|---|---|
| Proposal 1: Election of Directors Named in this Proxy Statement | FOR each nominee | 13 |
| 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, 2025 | 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 10, 2025.
- 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 May 2, 2025.
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, 2024 and subsequent reports filed with the Securities and Exchange Commission.
Notice — 2025 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.