6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2024

Commission File Number: 001-38648

BRP INC.

(Translation of registrant’s name into English)

726 Saint-Joseph Street

Valcourt, Quebec, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):     

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):     

EXHIBIT INDEX

Exhibits 99.1 and 99.2 to this report of a Foreign Private Issuer on Form 6-K are deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

Exhibit No.	Description
99.1	Report on Voting Results of Annual Meeting of the Shareholders of BRP Inc., dated May 31, 2024
99.2	Press release of BRP Inc., dated May 31, 2024

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, thereunto duly authorized.

BRP Inc.

By:	/s/ Martin Langelier
Name:	Martin Langelier
Title:	Chief Legal Officer and
	Corporate Services

Date: May 31, 2024

EX-99.1

Exhibit 99.1

May 31, 2024 VIA SEDAR

To: British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers

Financial and Consumer Services Commission of New Brunswick

Nova Scotia Securities Commission

The Office of the Superintendent Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland & Labrador

Office of the Yukon Superintendent of Securities

Northwest Territories Securities Office

Nunavut Securities Office

Re: BRP Inc.

Report on Voting Results pursuant to Section 11.3 of National Instrument

51-102 - Continuous Disclosure Obligations (“NI 51-102”)

Following the annual meeting of the shareholders of BRP Inc. (the ”Company”) held on May 31, 2024 (the ”Meeting”), we hereby advise you, in accordance with Section 11.3 of NI 51-102, of the following voting results obtained at the Meeting.

1. Election of Directors

A ballot was conducted with respect to the election of directors. According to proxies received and ballots cast, all nominees proposed by management of the Company were elected as directors of the Company, with the following results:

Nominee	Votes For	%	Votes Against	%
Élaine Beaudoin	258,943,482	99.39%	1,581,398	0.61%
Pierre Beaudoin	247,697,652	95.08%	12,827,228	4.92%
Joshua Bekenstein	245,952,505	94.41%	14,572,374	5.59%
José Boisjoli	259,404,893	99.57%	1,119,987	0.43%
Charles Bombardier	258,943,808	99.39%	1,581,072	0.61%
Ernesto M. Hernández	260,446,165	99.97%	78,715	0.03%
Katherine Kountze	260,448,492	99.97%	76,388	0.03%
Estelle Métayer	258,968,275	99.40%	1,556,604	0.60%

Nominee	Votes For	%	Votes Against	%
Nicholas Nomicos	260,387,864	99.95%	137,016	0.05%
Edward Philip	256,883,195	98.60%	3,641,684	1.40%
Michael Ross	260,447,624	99.97%	77,256	0.03%
Barbara Samardzich	260,391,230	99.95%	133,650	0.05%

2. Appointment of Deloitte LLP as Auditor

A ballot was conducted with respect to the appointment of Deloitte LLP as the Company’s auditor. According to proxies received and ballots cast, Deloitte LLP was appointed as the Company’s auditor with the following results:

Votes For	%	Votes Withheld	%
260,356,661	99.83%	453,595	0.17%

  3. Adoption of the advisory non-binding resolution on the Company’s approach to executive compensation

A ballot was conducted with respect to the adoption of an advisory non-binding resolution in respect of the Company’s approach to executive compensation, as more particularly described in the Management Proxy Circular dated April 25, 2024. According to proxies received and ballots cast, the advisory non-binding resolution was adopted with the following results:

Votes For	%	Votes Against	%
258,455,149	99.21%	2,069,730	0.79%

DATED this 31^st day of May, 2024.

BRP INC.

(s) Martin Langelier

Martin Langelier

Chief Legal Officer

EX-99.2

Exhibit 99.2

PRESS RELEASE For immediate distribution

BRP ANNOUNCES ELECTION OF DIRECTORS AND BOARD

COMMITTEE COMPOSITION

Valcourt, Quebec, May 31, 2024 – BRP Inc. (TSX: DOO; NASDAQ: DOOO) (the “Company”) held earlier today its annual meeting of shareholders in a virtual format. The meeting was broadcast via live webcast and the recording will be available shortly on BRP’s website at www.brp.com.

At the meeting, all of the nominees for directors listed in the Company’s management proxy circular dated April 25, 2024, were elected by a majority of the votes cast by shareholders present or represented by proxy. Voting results for each nominee were as follows:

Nominee	Votes		Votes
	For	%	Against	%
Élaine Beaudoin	258,943,482	99.39%	1,581,398	0.61%
Pierre Beaudoin	247,697,652	95.08%	12,827,228	4.92%
Joshua Bekenstein	245,952,505	94.41%	14,572,374	5.59%
José Boisjoli	259,404,893	99.57%	1,119,987	0.43%
Charles Bombardier	258,943,808	99.39%	1,581,072	0.61%
Ernesto M. Hernández	260,446,165	99.97%	78,715	0.03%
Katherine Kountze	260,448,492	99.97%	76,388	0.03%
Estelle Métayer	258,968,275	99.40%	1,556,604	0.60%
Nicholas Nomicos	260,387,864	99.95%	137,016	0.05%
Edward Philip	256,883,195	98.60%	3,641,684	1.40%
Michael Ross	260,447,624	99.97%	77,256	0.03%
Barbara Samardzich	260,391,230	99.95%	133,650	0.05%

 

Page 2

Changes to the Board Committees

As of May 1, 2024, Mr. Michael Ross has replaced Mr. Nicholas Nomicos as Chair of the Audit Committee. As a result of the foregoing change, the composition of the Board committees is now as follows:

Directors	Audit Committee		Human Resources and Compensation Committee		Investment and Risk Committee		Nominating, Governance and Social Responsibility Committee
Élaine Beaudoin
Pierre Beaudoin				Member				Member
Joshua Bekenstein				Member				Member
José Boisjoli (Chair)						Member
Charles Bombardier						Member
Katherine Kountze		Member
Ernesto M. Hernández		Member				Member
Estelle Métayer		Member						Member
Nicholas Nomicos		Member				Member
Edward Philip				Chair				Chair
Michael Ross		Chair
Barbara Samardzich (Lead independent director)				Member		Chair

To learn more about BRP’s Board members, click here.

About BRP

BRP Inc. is a global leader in the world of powersports products, propulsion systems and boats built on over 80 years of ingenuity and intensive consumer focus. Through its portfolio of industry-leading and distinctive brands featuring Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft and pontoons, Can-Am on and off-road vehicles, Alumacraft and Quintrex boats, Manitou pontoons and Rotax marine propulsion systems as well as Rotax engines for karts and recreational aircraft, BRP unlocks exhilarating adventures and provides access to experiences across different playgrounds. The Company completes its lines of products with a dedicated parts, accessories and apparel portfolio to fully optimize the riding experience. Committed to growing responsibly, BRP is developing electric models for its existing product lines and exploring new low voltage and human assisted product categories. Headquartered in Quebec, Canada, BRP has annual sales of CA$10.4 billion from over 130 countries and a global workforce of close to 20,000 driven, resourceful people.

www.brp.com

@BRPNews

Ski-Doo, Lynx, Sea-Doo, Can-Am, Rotax, Alumacraft, Manitou, Quintrex, and the BRP logo are trademarks of Bombardier Recreational Products Inc. or its affiliates. All other trademarks are the property of their respective owners.

For media enquiries:	For investor relations:
Mélanie Montplaisir	Philippe Deschênes
Media Relations	Investor Relations
media@brp.com	Tel.: 450.532.6462
	philippe.deschenes@brp.com