Item 5.07. Submission of Matters to a Vote of Security Holders. OnJuly 27, 2021 ,Vista Outdoor Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). OnJune 3, 2021 , the record date for the Annual Meeting, there were 57,568,816 shares of Company common stock outstanding, of which 50,074,544 were present or represented by proxy at the Annual Meeting for purposes of establishing a quorum.
At the Annual Meeting, the Company's stockholders approved the following matters:
a.the election ofMichael Callahan ,Christopher T. Metz ,Mark A. Gottfredson ,Tig H. Krekel ,Gary L. McArthur ,Frances P. Philip, Michael D. Robinson ,Robert M. Tarola andLynn M. Utter to the Company's board of directors for terms expiring at the Company's 2022 annual meeting of stockholders; b.on an advisory basis, the fiscal year 2021 compensation of the Company's named executive officers; c.on an advisory basis, that the Company hold an advisory vote on executive compensation every year; and d.the ratification of the appointment ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year endingMarch 31, 2022 . In accordance with the recommendation of the Company's Board of Directors and based on the results of the advisory vote reported below, the Company will hold a stockholder advisory vote on named executive officer compensation on an annual basis until the next required stockholder advisory vote on the frequency of the advisory vote on named executive officer compensation, which is expected to occur at the Company's annual meeting of stockholders in 2027. Set forth below are the number of votes cast for and against or withheld (as applicable) on each matter presented at the Annual Meeting, as well as the number of abstentions and broker non-votes, as applicable, with respect to each matter: Votes For Against Votes Withheld Broker Non-Votes (1) Election of Directors Michael Callahan 41,368,453 768,758 36,610 7,900,723 Christopher T. Metz 41,900,382 236,712 36,727 7,900,723 Mark A. Gottfredson 41,393,956 743,245 36,620 7,900,723 Tig H. Krekel 40,681,157 1,449,566 43,098 7,900,723 Gary L. McArthur 41,436,220 701,058 36,543 7,900,723 Frances P. Philip 41,058,218 1,077,424 38,179 7,900,723 Michael D. Robinson 41,408,042 725,636 40,143 7,900,723 Robert M. Tarola 41,836,766 297,923 39,132 7,900,723 Lynn M. Utter 41,527,293 607,082 39,446 7,900,723 Votes For Against Abstain Broker Non-Votes (2) Advisory Vote on 2021 Named Executive 41,603,525 452,082 118,214 7,900,723 Officer Compensation 1 Year 2 Years
3 Years Abstain Broker Non-Votes (3) Advisory Vote on Frequency of 38,590,649 66,475
3,401,703 114,994 7,900,723 Future Stockholder Advisory Votes to Approve Named Executive Compensation 1 -------------------------------------------------------------------------------- Votes For Against Abstain Broker Non-Votes (4) Ratification of the Appointment of 49,877,913 114,484 82,147 N/ADeloitte & Touche LLP for the fiscal year endingMarch 31, 2022 Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 104 The cover page from the Company's Current Report on
Form 8-K formatted in
Inline XBRL. 2
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