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): January 31, 2019

POLARIS INDUSTRIES INC.

(Exact name of Registrant as specified in its charter)

Minnesota		1-11411		41-1790959
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2100 Highway 55

Medina, Minnesota 55340

(Address of principal executive offices)

(Zip Code)

(763) 542-0500

(Registrant’s telephone number, including area code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 January 31, 2019, the Board of Directors (the “Board”) of Polaris Industries Inc. (the “Company”) appointed Gwynne Shotwell to the Board of the Company as a Class I director, effective March 1, 2019. Ms. Shotwell is expected to serve on the Audit Committee and the Technology Committee of the Board. The size of the Company’s Board is now ten directors.

As a non-employee director, Ms. Shotwell will be eligible to receive director and committee fees, participate in the Polaris Industries Inc. Deferred Compensation Plan for Directors, receive grants under the Polaris Industries Inc. 2007 Omnibus Incentive Plan and use Company products, all as described under the caption “Director Compensation” in the Company’s proxy statement for its 2018 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 9, 2018.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated February 6, 2019 of Polaris Industries Inc.

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 thereunto duly authorized.

Date: February 6, 2019

	POLARIS INDUSTRIES INC.



	/s/Lucy Clark Dougherty
	Lucy Clark Dougherty
	Senior Vice President – Legal, General Counsel and Secretary

EXHIBIT INDEX

99.1

Press Release dated February 6, 2019 of Polaris Industries Inc.

	Contact: Erika Frederick
	Phone: 763.417.8673
	Erika.Frederick@polaris.com

Gwynne Shotwell Appointed to Polaris Industries Inc. Board of Directors

Minneapolis (February 6, 2019) – Polaris Industries Inc. (NYSE: PII) appointed Gwynne Shotwell to the Company’s Board of Directors effective March 1, 2019.

Ms. Shotwell will continue to serve as President and Chief Operating Officer of Space Exploration Technologies Corp. (SpaceX). She previously served as SpaceX’s Vice President of Business Development between 2002 and 2008.

“We are extremely pleased to welcome Gwynne to our Board,” said Polaris Chairman and CEO Scott Wine. “Her engineering aptitude and business acumen have been pivotal in SpaceX’s tremendous rise, and her ability to foster aggressive innovation while maintaining the highest standards for safety and quality makes her a perfect fit for Polaris’ culture. Gwynne’s unique skill set, insight and counsel will be invaluable as we look toward continued growth.”

Prior to joining SpaceX, Ms. Shotwell held management positions of increasing responsibility at The Aerospace Corporation and Microcosm, Inc. She also serves as an Officer of the Space Systems Technical Committee of the American Institute of Aeronautics and Astronautics.

Ms. Shotwell received Bachelor's and Master's degrees from Northwestern University in Mechanical Engineering and Applied Mathematics.

About Polaris

Polaris Industries Inc. (NYSE: PII) is a global powersports leader that has been fueling the passion of riders, workers and outdoor enthusiasts for more than 60 years. With annual 2018 sales of $6.1 billion, Polaris’ innovative, high-quality product line-up includes the RANGER^®, RZR^® and Polaris GENERAL™ side-by-side off-road vehicles; Sportsman^® all-terrain off-road vehicles; Indian Motorcycle^® mid-size and heavyweight motorcycles; Slingshot^® moto-roadsters; snowmobiles; and pontoon, deck and cruiser boats. Polaris enhances the riding experience with parts, garments and accessories, along with a growing aftermarket portfolio, including Transamerican Auto Parts. Polaris’ presence in adjacent markets globally includes military and commercial off-road vehicles, quadricycles, and electric vehicles. Proudly headquartered in Minnesota, Polaris serves more than 100 countries across the globe. Visit www.polaris.com for more information.

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