8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 17, 2020

BRUNSWICK CORPORATION

(Exact Name of Registrant Specified in Charter)

Delaware	001-01043	36-0848180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

26125 N. Riverwoods Blvd., Suite 500		60045-3420
Mettawa	Illinois
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 735-4700

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

☐           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.75 per share	BC	New York Stock Exchange
		Chicago Stock Exchange
6.500% Senior Notes due 2048	BC-A	New York Stock Exchange
6.625% Senior Notes due 2049	BC-B	New York Stock Exchange
6.375% Senior Notes due 2049	BC-C	New York Stock Exchange

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. ☐

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.

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.

SIGNATURE

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.

	BRUNSWICK CORPORATION
Dated: June 17, 2020	By:	/s/ CHRISTOPHER F. DEKKER
		Christopher F. Dekker
		Vice President, General Counsel, and Secretary

EX-99.1

Brunswick Corporation 26125 N. Riverwoods Blvd., Suite 500, Mettawa, IL 60045 Telephone 847.735.4700 Facsimile 847.735.4750

Contact: Lee Gordon

Phone:904-860-8848

Email:Lee.Gordon@Brunswick.com

Brunswick Names Ryan M. Gwillim Chief Financial Officer

Appoints Brian R. Frey Treasurer

METTAWA, Ill., June 17, 2020 -- Brunswick Corporation (NYSE: BC) today announced that its Board of Directors has appointed Ryan M. Gwillim as Senior Vice President and Chief Financial Officer, effective immediately. He succeeds William L. Metzger, Senior Vice President and Chief Financial Officer, who will retire from Brunswick effective July 10, 2020.

“We are excited to promote Ryan to this position. His experience with the company in a variety of important leadership roles in our finance and legal functions positions him well to lead our finance team during this pivotal time for the Company,” said David Foulkes, Brunswick Corporation Chief Executive Officer.

Foulkes further commented, “On behalf of our Board of Directors and the entire Brunswick team, I thank Bill for his 33 years of service, including the last seven years as our CFO. Bill served as CFO during a time of significant change for Brunswick as we divested and purchased assets transforming the Company into the leading integrated marine platform. Bill was the architect of our capital strategy, which positioned the Company to successfully navigate through events such as the current global pandemic as well as supporting our industry-leading pace of product and capacity investments. Bill developed a strong pipeline of succession talent and leaves a legacy of solid financial stewardship.”

“Assuming the CFO role is a natural progression for Ryan, and I look forward to continuing to work with him in his new role,” said Foulkes. “During his time with Brunswick, Ryan worked in a variety of roles developing strong relationships with our Board of Directors, business leaders,

finance team, and the investment community. I am excited about the ongoing transformation and future of the finance function under Ryan’s leadership.”

Gwillim most currently served as Brunswick’s Vice President, Finance & Treasurer with responsibility for investor relations and M&A. Gwillim, a CPA, previously served as Vice President - Investor Relations from 2017 to 2019. He joined Brunswick in 2011 as Corporate Counsel and progressed through a series of leadership roles in the Law Department before joining the finance organization. Before joining Brunswick, Gwillim was an associate in the Chicago office of Baker & McKenzie, an international law firm. He earned his bachelors and master’s degrees in accounting and Juris Doctorate from the University of Illinois at Urbana-Champaign.

Also, effectively immediately, Brian Frey has been promoted to Vice President and Treasurer. Frey has served as Brunswick’s Assistant Treasurer since 2009. Frey joined Brunswick in 2005 as Treasury Manager. “Brian is a valued partner and has been instrumental developing and executing our successful capital strategy,” noted Gwillim. “I look forward to continuing to work with Brian as he leads our Treasury team and helps us deliver value for our shareholders.”

“Ryan’s and Brian’s appointments are indicative of the deep bench of talent and leadership we have throughout Brunswick and our continued focus on succession planning”, Foulkes concluded.

ABOUT BRUNSWICK

Headquartered in Mettawa, Ill., Brunswick Corporation’s leading consumer brands include Mercury Marine outboard engines; Mercury MerCruiser sterndrive and inboard packages; Mercury global parts and accessories including propellers and SmartCraft electronics; Power Products Integrated Solutions; MotorGuide trolling motors; Attwood, Garelick, and Whale marine parts; Land ’N’ Sea, BLA, Payne’s Marine, Kellogg Marine, and Lankhorst Taselaar marine parts distribution; Mercury and Quicksilver parts and oils; Bayliner, Boston Whaler, Crestliner, Cypress Cay, Harris, Heyday, Lowe, Lund, Princecraft, Quicksilver, Rayglass, Sea Ray, Thunder Jet and Uttern boats; Boating Services Network, Freedom Boat Club and NAUTIC-ON. For more information, visit https://www.brunswick.com.

XML

Document	Jun. 17, 2020
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 17, 2020
Entity Registrant Name	BRUNSWICK CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-01043
Entity Tax Identification Number	36-0848180
Entity Address, Address Line One	26125 N. Riverwoods Blvd., Suite 500
Entity Address, City or Town	Mettawa
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60045-3420
City Area Code	847
Local Phone Number	735-4700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000014930
Amendment Flag	false
6.500% Senior Notes due 2048 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.500% Senior Notes due 2048
Trading Symbol	BC-A
Security Exchange Name	NYSE
6.625% Senior Notes due 2049 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.625% Senior Notes due 2049
Trading Symbol	BC-B
Security Exchange Name	NYSE
6.375% Senior Notes due 2049 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.375% Senior Notes due 2049
Trading Symbol	BC-C
Security Exchange Name	NYSE
CHICAGO STOCK EXCHANGE, INC [Member] | Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.75 per share
Trading Symbol	BC
Security Exchange Name	CHX
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.75 per share
Trading Symbol	BC
Security Exchange Name	NYSE