COLUMBIA SPORTSWEAR COMPANY ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS OnJune 3, 2020 ,Columbia Sportswear Company (the "Company") held its virtual 2020 Annual Shareholders Meeting (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders, upon recommendation from the Company's Board of Directors (the "Board"), approved the Company's 2020 Stock Incentive Plan (the "2020 Stock Plan"). OnApril 9, 2020 , the Board unanimously approved the 2020 Stock Plan, subject to approval by our shareholders at the Annual Meeting, to replace the Company's existing stock incentive plan, theColumbia Sportswear Company 1997 Stock Incentive Plan, as previously amended (the "1997 Stock Plan"). The 2020 Stock Plan became effective onJune 3, 2020 , immediately following the Annual Meeting (the "Effective Date"). The terms and conditions of awards previously granted under the 1997 Stock Plan are not affected by the approval of the 2020 Stock Plan. The 1997 Stock Plan will remain effective with respect to the awards granted under the 1997 Stock Plan. After the Effective Date, no new awards will be granted under the 1997 Stock Plan. The purpose of the 2020 Stock Plan is to attract and retain employees providing services to the Company (or to any parent or subsidiary of the Company) and knowledgeable, independent non-employee directors of the Company, and to provide additional incentives to those persons to continue to work in the best interests of the Company and its shareholders. The 2020 Stock Plan provides for equity-based awards covering up to 3 million shares ofColumbia Sportswear Company common stock ("common stock" or "shares"), plus up to an aggregate maximum of 1.5 million shares previously authorized for issuance under the 1997 Stock Plan that as of the Effective Date are available for issuance or that cease to be subject to awards under the 1997 Stock Plan following the Effective Date. The Board has delegated authority for administration of the 2020 Stock Plan to the Compensation Committee, which is composed entirely of "independent directors" within the meaning of Nasdaq independence requirements and "non-employee directors" as defined in Rule 16b-3 under the Exchange Act. The 2020 Stock Plan also limits cash compensation and stock awards payable to our non-employee directors. This summary of the 2020 Stock Plan is qualified in its entirety by reference to the full text of the 2020 Stock Plan, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein. A more detailed description of the 2020 Stock Plan can also be found in "Proposal 4 - Approval of the 2020 Stock Incentive Plan" in the Company's definitive proxy statement on Schedule 14A filed with theSecurities and Exchange Commission onApril 20, 2020 .
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The total number of shares of the Company's common stock voted virtually or by proxy at the Annual Meeting was 64,359,151, representing approximately 97.34% of the 66,117,755 shares outstanding and entitled to vote at the Annual Meeting. The following matters were submitted to a vote of the shareholders, the results of which were as follows: 1.Election of Directors. The following persons were elected as directors of the Company by the votes cast as follows:
Votes For Votes Against or Withheld Broker Non-Votes
Timothy P. Boyle 61,124,677 1,386,686 1,847,788
Stephen E. Babson 60,578,146 1,933,217 1,847,788
Andy D. Bryant 61,009,798 1,501,565 1,847,788
Walter T. Klenz 60,560,231 1,951,132 1,847,788
Kevin Mansell 62,253,678 257,685 1,847,788
Ronald E. Nelson 62,250,683 260,680 1,847,788
Sabrina L. Simmons 62,263,847 247,516 1,847,788
Malia H. Wasson 62,264,490 246,873 1,847,788
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2.Ratification of
For Against Abstentions
63,452,684 890,466 16,001
3.Approval of Executive Compensation. The proposal to approve, by non-binding vote, executive compensation passed with the following votes:
For Against Abstentions Broker Non-Votes
62,134,095 335,924 41,344 1,847,788
4.Approval of the
For Against Abstentions Broker Non-Votes
57,075,942 5,398,939 36,482 1,847,788
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Columbia Sportswear Company 2020 Stock Incentive Plan ("2020 Stock Incentive Plan")
(incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement
on Form S-8, filed with the Commission on June 4, 2020) (File No. 333-238935)
10.2 Form of Nonstatutory Stock Option Agreement for stock options granted under the
Company's 2020 Stock Incentive Plan
10.3 Form of Restricted Stock Units Award Agreement for restricted stock units granted under
the Company's 2020 Stock Incentive Plan)
10.4 Form of Performance-Based Restricted Stock Units Award Agreement for performance-based
restricted stock units granted under the Company's 2020 Stock Incentive Plan
10.5 Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the
Company's 2020 Stock Incentive Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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