Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2020, Brunswick Corporation (the "Company") announced that its Board
of Directors appointed Ryan M. Gwillim, 41, to the position of Senior Vice
President and Chief Financial Officer effective immediately. Mr. Gwillim
succeeds William L. Metzger, who will retire from the Company effective July 10,
2020.
Mr. Gwillim has been the Company's Vice President, Finance and Treasurer with
responsibility for investor relations and mergers and acquisitions since June
2019. Mr. Gwillim joined the Company as Corporate Counsel in 2011 and was
appointed to the position of Assistant General Counsel - Corporate and
Securities in 2012. In 2015, he was appointed to the position of Associate
General Counsel - International & M&A, and in 2017 he was named Vice President,
Investor Relations. Prior to joining the Company, Mr. Gwillim was an associate
in the Chicago office of Baker & McKenzie, an international law firm.
In his new role as Senior Vice President and Chief Financial Officer, Mr.
Gwillim will earn an annual base salary of $500,000. He will be entitled to
participate in the Brunswick Performance Plan with a target annual bonus
opportunity equal to 75% of his base salary and will also be eligible to receive
an annual equity award with a target grant date value equal to $800,000. Upon
his appointment, he will receive a one-time true-up equity award with a grant
date value of $270,000. Mr. Gwillim will also be eligible for other benefits to
which executive officers are entitled as generally described in the Company's
most recent proxy statement filed with the Securities and Exchange Commission on
March 20, 2020.
There is no arrangement or understanding between Mr. Gwillim or any other person
pursuant to which he was selected as Senior Vice President and Chief Financial
Officer. There are no family relationships among any of the Company's directors
or executive officers. Mr. Gwillim does not have an interest in any transaction
with the Company, or any proposed transaction, that requires disclosure pursuant
to Item 404(a) of Regulation S-K.
A copy of the news release regarding these changes is attached hereto as Exhibit
99.1.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description of Exhibit
99.1 Brunswick Corporation News Release, dated June 17, 2020
104 The cover page from this Current Report on Form 8-K, embedded
within and formatted in Inline XBRL.
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