ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On July 8, 2022, the Board of Directors (the "Board") of Columbia Sportswear
Company (the "Company") appointed Christiana Smith Shi to the Board as an
independent director, effective immediately. A copy of the press release
announcing Ms. Shi's appointment is furnished as Exhibit 99.1 to this Current
Report on Form 8-K. Ms. Shi will also serve as a member of the Audit Committee.
There was no arrangement or understanding pursuant to which Ms. Shi was elected
as a director.
In connection with Ms. Shi's service as a director, she will be entitled to the
Company's customary compensatory arrangement for outside directors, including an
annual retainer of $75,000 for Board service and an annual retainer of $10,000
for service on the Audit Committee. Ms. Shi will also be entitled to receive an
annual equity award consisting of a grant of time-based restricted stock units
valued at $150,000. One hundred percent of the shares of restricted stock units
vest on May 1 following the date of grant. Ms. Shi may elect to receive equity
compensation in lieu of all or half of the $75,000 annual Board service fee.
Ms. Shi will also be entitled to a $3,500 Company merchandise allowance.
In addition, in connection with her service as a director prior to the Company's
2023 annual meeting of shareholders, Ms. Shi will receive a prorated portion of
each of the annual retainer, the Audit Committee retainer, the annual equity
award, and reasonable out-of-pocket expenses incurred in attending any Board or
committee meetings that take place prior to the 2023 annual meeting of
shareholders.
There are no transactions between the Company and Ms. Shi that would be required
to be reported under Item 404(a) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press Release dated July 12, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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