Polaris Inc.
For the period ended Mar 31, 2025. Filed Apr 30, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Apr 30, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 5. OTHER INFORMATION
Trading Arrangements
During the fiscal quarter ended March 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement ornon-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).
Executive Officer Severance Agreements
On April 30, 2025, the Compensation Committee of the Company’s Board of Directors approved severance agreements (the “Severance Agreements”) with each of the Company’s named executive officers and “officers” (as defined in Rule 16a-1(f) of the Exchange Act). The Severance Agreements replace each individual’s existing severance agreements with the Company.
Each Severance Agreement provides, upon the executive’s termination by the Company without cause (and, for the Chief Executive Officer (“CEO”) only, upon a resignation for good reason) outside of the Change in Control Protection Period (as defined below) for the following: (i) an amount equal to 1x, 1.5x (solely for the Chief Financial Officer (“CFO”) or 2x (solely for the CEO) (x) the executive’s annual base salary and (y) the executive’s annual target cash incentive award under the Company’s Senior Executive Incentive Plan (“SEIP”); (ii) a pro-rated payment in respect of the executive’s annual target cash incentive award under the SEIP for the year in which the termination occurs; (iii) payment of any unpaid cash incentive award under the SEIP for the prior fiscal year; (iv) eligibility to receive continuation coverage under the Company’s group health plans for 12 months, 18 months (solely for the CFO) or 24 months (solely for the CEO); and (v) outplacement services. In addition, any outstanding and unvested stock options and restricted stock units held by the executive as of the termination date would accelerate and vest on a pro-rated basis, and any outstanding and unvested performance restricted stock units would remain outstanding and remain eligible to vest on a pro-rated basis in the same form and at the same time that the awards were originally scheduled to vest based on actual performance.
Each Severance Agreement provides, upon an executive’s termination of employment by the Company without cause or resignation for good reason on or within 24 months following a Change in Control (the “Change in Control Protection Period”), for the following: (i) an amount equal to 2x, 2.5x (solely for the CFO) or 3x (solely for the CEO) (x) the executive’s annual base salary and (y) annual target cash incentive award under the Company’s SEIP; (ii) a pro-rated payment in respect of the executive’s annual target cash incentive award under the SEIP for the year in which the termination occurs; and (iii) payment of any unpaid cash incentive award under the SEIP for the prior fiscal year. In addition, any outstanding and unvested stock options, restricted stock units and performance restricted stock units held by the executive as of the termination date would accelerate and vest in full, with performance restricted stock units vesting based on target performance.
Each Severance Agreement also provides that upon an executive’s termination of employment due to retirement, the executive would be eligible to receive: (i) a pro-rated payment in respect of the executive’s annual target cash incentive award under the SEIP for the year in which the termination occurs based on actual performance and (ii) payment of any unpaid cash incentive award under the SEIP for the prior fiscal year. In addition, any outstanding and unvested stock options and restricted stock units held by the executive as of the termination date would accelerate and vest in full, and any outstanding and unvested performance restricted stock units would remain outstanding and remain eligible to vest in the same form and at the same time that the awards were originally scheduled to vest based on actual performance.
The foregoing benefits are subject to the applicable executive’s execution and non-revocation of a general waiver and release of claims and continued compliance with restrictive covenants and other continuing obligations to the Company.
The foregoing description of the Severance Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Severance Agreements, the forms of which are filed herewith as Exhibit 10.b, Exhibit 10.c, and Exhibit 10.d and incorporated herein by reference.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.