UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (763 ) 433-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On September 6, 2024, in recognition of their significant contributions and extraordinary leadership of Vista Outdoor Inc. (the “Company”) during the
Company’s exploration of alternatives for separating the Revelyst and The Kinetic Group segments of the Company and other strategic alternatives, including to shareholder value creation, creation of stand-alone management teams, organizational
continuity and collaboration and alignment with other key leaders across the Company, the Board of Directors of the Company approved transaction incentive awards in the amount of $1,200,000 to each of Jason Vanderbrink and Eric Nyman. The awards are
payable on completion of a strategic alternative, subject to the executive’s continued employment through such date. If the executive is terminated without cause prior to the payment date, any unpaid amount will become payable within 30 days
following such termination.
The foregoing description of the transaction incentive awards does not purport to be complete and is qualified in its entirety by reference to the
Form of CEO Transaction Incentive Award Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.
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Item 9.01.
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(d)
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Exhibit
Number
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Description
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Date: September 11, 2024
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VISTA OUTDOOR INC.
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By:
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/s/ Jung Choi
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Name:
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Jung Choi
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Title:
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Co-General Counsel & Secretary
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