BRUNSWICK CORP
For the period ended May 6, 2026. Filed Mar 19, 2026.
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May 6, 2026 · Filed Mar 19, 2026
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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 |
| 29 | Governance Policies and Practices |
| 33 | Director Compensation |
| 37 | Stock Held by Directors, Executive Officers, and Principal Shareholders |
| 39 | Executive Compensation |
| 65 | Proposal 2 |
| Advisory Vote to Approve the Compensation of our Named Executive Officers |
| 69 | Audit-Related Matters |
| 73 | Proposal 3 |
| Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 |
| 75 | Submission of Proposals for the 2027 Annual Meeting of Shareholders |
| 77 | Frequently Asked Questions |
| 83 | Appendix |
| Non-GAAP Reconciliations |
Contents — 2026 Proxy Statement | 1
March 19, 2026
Dear Fellow Shareholders:
On behalf of your Board of Directors and management team, thank you for investing in Brunswick Corporation.
| Despite the tariff-related shocks in the second quarter of 2025, we delivered $5.4 billion in net sales for the full year—a 2% increase over last year. This marked our first net sales growth in three years and resulted in outstanding free cash flow of $442 million. This performance was fueled by exceptional execution in all operating businesses, a recovery in the U.S. new boat market in the latter half of the year, and resilient boating participation. Our recurring revenue businesses, which represented approximately 60% of our earnings in 2025, and continued operational and working capital discipline contributed to our strong cash flow results. Our cash performance enabled us to support planned investments in industry-leading products and technology, return capital to shareholders, and efficiently retire more debt than previously planned. In 2025, we repurchased $80 million of our shares and raised our dividend for the 13th consecutive year. The retirement of approximately $240 million in debt in 2025 strengthened our investment-grade balance sheet and advanced us toward our net leverage target while maintaining $1.3 billion in liquidity. We estimate strategic capital actions initiated starting in the fourth quarter of 2024 have resulted in $40 million of interest expense savings while supporting investment and shareholder returns. Brunswick takes immense pride in being widely recognized as an employer of choice, a trailblazer in innovation, and a responsible, trustworthy organization and this was again recognized in 2025 as we surpassed 100 awards in these categories and others for the fourth consecutive year. Many of these | accolades were national honors awarded by leading media outlets such as Newsweek, USA Today, TIME, and Forbes, reflecting consistent, multi-year performance. For the first time, in 2026, Brunswick was recognized on the Forbes America’s Best Companies list, reinforcing our reputation as one of the most respected and admired companies both within and beyond our industry. In 2025, Brunswick introduced over 100 new products across Boat Group, Mercury Marine, Navico Group, and Flite, including: - The Simrad® AutoCaptainTM Autonomous Boating System, a revolutionary advancement in marine technology featuring full auto-docking capabilities, including docking, undocking, and short distance maneuvering, which marked Brunswick’s first commercialized autonomy solution. This exciting new product was recognized with a CES Pick Award at the 2026 Consumer Electronics Show (CES). - The latest expansion of Mercury Marine’s award-winning Verado® outboard lineup – the all-new V10 425hp Verado outboard and performance-enhanced V10 350hp Verado outboard. Mercury Marine also reported the leading outboard engine share position at every major boat show around the world including Miami, Palm Beach, Ft. Lauderdale, Dusseldorf, Dubai, Cannes, and Sydney. - Navico Group launching many new products across its portfolio including the B&G® Zeus® S ULTRAWIDE and Zeus SR chartplotters, the Simrad NSS 4 multifunction display, and the Lowrance Ghost X trolling motor. | David M. Foulkes |
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Letter from the Chairman and CEO — 2026 Proxy Statement | 3
| - Brunswick Boat Group launching a multitude of new models across all its brands including Sea Ray’s all-new SDX 230 model line-up, featuring three models: the SDX 230, SDX 230 Outboard, and SDX 230 Surf, Bayliner’s C21 models, which won Moteur Boat of the Year at the 2025 Cannes Boat Show, Boston Whaler’s 240 Dauntless Pro, and Harris Boat’s completely redesigned Sunliner and Sunliner Sport derivative. - Freedom Boat Club (FBC) announced a record-breaking year in 2025, with members logging more than 640,000 boating trips worldwide during the year, representing a more than 5 percent year-over-year increase in trips and marking the third consecutive year FBC has surpassed 600,000 trips. FBC now has more than 440 locations around the world including its first locations in Dubai and Tasmania. During 2025, we also took a range of actions to reduce our fixed costs, streamline our operations and drive efficiency, including the strategic transition of boat production out of our facility in Reynosa, Mexico, which primarily manufactured small, value fiberglass boats, to our Tellico, Tennessee facility, creating new jobs in that community. This move reflects changes in demand in the value fiberglass boat market and aligns with the recent rationalization of the value boat model portfolio. The transition is expected to be completed by summer 2026. In January 2026, we exhibited at CES in Las Vegas, where we leveraged this unique global technology stage to showcase our full portfolio of industry-leading products and technology, including our ACES and Boating Intelligence solutions. We launched the all-new Sea Ray SLX 360, our first-ever boat launch at CES, which is packed with Mercury Marine and Navico Group technology and was fitted with Simrad’s AutoCaptain Autonomous Boating System. Navico Group has now signed agreements with several marine OEMs to install AutoCaptain on new boat models. We also | showed Mercury Marine’s ‘808’ Concept signaling the future of ultra-high horsepower outboard propulsion and debuted the Flite Race eFoil, a collaboration between Fliteboard and Mercury Racing. Also in early 2026, at the world’s largest boat show in Dusseldorf, Germany, Sea Ray’s SDX 270 Surf won Powerboat of the Year and Navan’s S30 won Motorboat of the Year in their respective categories and our premium fiberglass brands recorded year-over-year sales growth. Mercury had more than 50% share of all outboard engines at the show, almost triple the nearest competitor, and added to its recent run of signing multi-year, exclusive supply agreements with some of Europe’s largest and fastest growing boat OEMs. At the 2026 Miami Boat Show, Mercury Marine had an astounding 84% share of all outboard engines in the on-water portion of the show and more than 60% outboard share overall. We also launched many new products including the Boston Whaler 290 and 330 Outrage models, Simrad NSO® 4, B&G Zeus SRX, and a portfolio of new Mercury Marine advanced controls technologies. 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 6, 2026. You may attend the virtual meeting of shareholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BC2026. 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. | |
| David M. Foulkes Chief Executive Officer and Chairman of the Board of Directors | |
| Brunswick Corporation |
4 | 2026 Proxy Statement — Letter from the Chairman and CEO
Notice
2026 Annual Meeting of Shareholders
Date — May 6, 2026 | Time — 8 a.m. EDT
Location — Online at www.virtualshareholdermeeting.com/BC2026
The Proxy Statement and form of proxy are being first made available to shareholders on March 19, 2026.
| Voting Matters — 2026 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 | 65 |
| Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 | FOR | 73 |
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 9, 2026.
- 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 1, 2026.
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,” “should,” “expect,” “believe,” “will,” 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, 2025 and subsequent reports filed with the Securities and Exchange Commission. Information available on our website is not incorporated into this Proxy Statement and any references to website locations are for informational purposes only.
Notice — 2026 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.