Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
On March 3, 2023, Vista Outdoor Inc. ("Vista Outdoor" or the "Company")
announced that Vice Chairman and Director of the Company, Mr. Tig H. Krekel,
retired from service effective as of February 27, 2023, after thirteen years
with the Company and its predecessor, Alliant Techsystems Inc. At the request
of the Board of Directors of the Company (the "Board"), Mr. Krekel agreed to
accept Director Emeritus status and entered into an arrangement with the Company
to provide consultancy advice over the next year on matters of interest to the
Board. Mr. Krekel's retirement was not because of any disagreement with the
Company.
In connection with Mr. Krekel's retirement, the Company negotiated and entered
into a Retirement Agreement (the "Agreement") with Mr. Krekel. As consideration
for Mr. Krekel's years of service and ongoing consultancy services, the
Agreement provides that the Company will provide Mr. Krekel with the following
retirement benefits: all shares of common stock of the Company, 4,859 unvested
restricted stock units of the Company and 44,159 earned and deferred stock units
of the Company, in each case held by Mr. Krekel, will immediately vest; and if
the Board approves the payment, on or before July 25, 2024, of additional
compensation to members of the Board for their efforts and contributions in
connection with preparing for the Company's previously announced spin-off of the
Company's Outdoor Products business, Mr. Krekel will receive such compensation
on the same date as the other members of the Board. In addition, Mr. Krekel will
also receive a lump sum payment of $235,000 in exchange for his agreement to
serve as Director Emeritus. The Agreement also provides for mutual releases of
claims between the parties and non-disparagement covenants. The foregoing
description of the Agreement does not purport to be complete and is qualified in
its entirety by reference to the Agreement filed as Exhibit 10.1 hereto and
incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On March 3, 2023, the Company issued a press release announcing the retirement
of Mr. Krekel as a Director of the Company. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
10.1 Retirement Agreement, dated as of February 27, 2023, between
Vista Outdoor Inc. and Tig H. Krekel.
99.1 Press release, dated March 3, 2023.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
VISTA OUTDOOR INC. 
