8-K

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): December 21, 2020

POLARIS INC.

(Exact name of Registrant as specified in its charter)

Minnesota	001-11411	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)

(Registrant’s telephone number, including area code) (763) 542-0500

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	Name of each exchange on which registered
Common Stock, $.01 par value per share	PII	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 (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.

Appointment of Interim Chief Executive Officer 

On December 22, 2020, Polaris Inc. (the “Company”) announced that Michael Speetzen, Polaris’ Executive Vice President and Chief Financial Officer, has been appointed by the Board of Directors of the Company (the “Board”) to serve as Interim Chief Executive Officer of the Company, effective January 1, 2021 until a permanent successor is appointed.

Mr. Speetzen, 51, joined Polaris in August 2015 as executive vice president, Finance and Chief Financial Officer. Prior to joining Polaris, Mr. Speetzen was senior vice president and CFO of Xylem, Inc. since 2011, when the Company was formed from the spinoff of the water businesses of ITT Corporation. He joined ITT in 2009. Mr. Speetzen was responsible for the financial planning, accounting, controls, treasury, M&A activity, investor relations and strategy of Xylem Inc. Prior to joining ITT, he served as executive vice president and CFO for the StandardAero Company owned by the private equity firm Dubai Aerospace Enterprise. Previously, he held positions of increasing responsibility in the finance functions at Honeywell and General Electric. Mr. Speetzen currently serves on the Board of Directors of Pentair. Mr. Speetzen earned his Master of Business Administration from Thunderbird School of Global Management at Arizona State University and his Bachelor’s Degree in management from Purdue.

Appointment of Interim Chief Financial Officer 

In connection with the appointment of Mr. Speetzen as Interim Chief Executive Officer, on December 22, 2020, the Company announced that the Board appointed Robert P. Mack to serve as Interim Chief Financial Officer, effective January 1, 2021 and until a permanent successor is appointed.

Mr. Mack, 51, joined Polaris in April 2016 as senior vice president of Corporate Development and Strategy, and president of Adjacent Markets. Prior to joining Polaris, Mr. Mack was vice president, Corporate Development for Ingersoll Rand. In that role he had global responsibility for its acquisition and divestiture activities. With Ingersoll Rand for 20 years, Mr. Mack held a variety of sales, financial, M&A, and operational positions with the Company. Mr. Mack currently serves on the Board of Directors of West Marine and is chairman of the Audit Committee. He received his Master of Business Administration from Duke University and his Bachelor of Business Administration from Siena College, and is a certified public accountant (inactive).

Compensation Related Matters

While serving as Interim Chief Executive Officer, Mr. Speetzen will receive an additional monthly cash stipend of $30,000 (which will be included for purposes of calculating any payout under the Company’s Senior Executive Annual Incentive Plan). In addition, in connection with his appointment as Interim Chief Executive Officer, Mr. Speetzen will receive restricted stock units valued at $3,000,000, which will be granted in January 2021.

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While serving as Interim Chief Financial Officer, Mr. Mack will receive an additional monthly cash stipend of $15,000 (which will be included for purposes of calculating any payout under the Company’s Senior Executive Annual Incentive Plan). In addition, in connection with his appointment as Interim Chief Financial Officer, Mr. Mack will receive restricted stock units valued at $1,500,000, which will be granted in January 2021.

The number of restricted stock units granted to each of Mr. Speetzen and Mr. Mack will be calculated based on the closing stock price of Company common stock on the date of grant. The restricted stock unit grants will vest one-half on the first anniversary of the grant date and one-half on the second anniversary, or immediately upon death, disability, or upon under certain circumstances that qualify Mr. Speetzen or Mr. Mack to receive severance under their respective severance agreements.

Extension of Option Exercise Period

Scott Wine, the Company’s current Chief Executive Officer, was previously granted non-qualified stock option agreements on January 30, 2013, January 27, 2016, January 25, 2017, and January 30, 2019 (the “Stock Options”), each of which is currently in the money and required to be exercised within 30 days of his separation from the Company. The Compensation Committee of the Board approved the extension of the exercise period for the Stock Options until February 27, 2021.

A copy of the Company’s press release announcing the interim appointments is furnished as Exhibit 99.1 and is attached to this Current Report on Form 8-K.  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated December 22, 2020 of Polaris Inc.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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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 thereunto duly authorized. 

Date:	December 22, 2020
		POLARIS INC.
		/s/ Lucy Clark Dougherty
		Lucy Clark Dougherty
		Senior Vice President, General Counsel, Chief
		Compliance Officer, and Secretary

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EX-99.1

Exhibit 99.1

Contacts

MEDIA CONTACT
Jessica Rogers
Polaris Inc.
phone: 763-513-3445
Jessica.Rogers@polaris.com

INVESTOR CONTACT
Richard Edwards
Polaris Inc.
phone: 763-513-3477
Richard.Edwards@polaris.com

Polaris Appoints Michael Speetzen as Interim CEO

John Wiehoff Appointed Board Chair

Bob Mack Appointed Interim Chief Financial Officer

MINNEAPOLIS--(BUSINESS WIRE)--December 22, 2020--Polaris Inc. (NYSE: PII) today announced its Board of Directors appointed Michael Speetzen, Polaris’ executive vice president and Chief Financial Officer, to serve as interim Chief Executive Officer. John Wiehoff, the Company’s Lead Independent Director, has been appointed Chair of the Board; and Bob Mack, Polaris’ senior vice president of Corporate Development & Strategy and president of Global Adjacent Markets and Boats, has been appointed interim Chief Financial Officer. Each of these appointments will be effective January 1, 2021 and follow the previously announced departure of Chairman and CEO Scott Wine at the end of the year.

“We appreciate Mike and Bob taking on these expanded roles while we progress our CEO search,” said Wiehoff. “Mike and Bob have made significant contributions to Polaris’ success during their respective tenures. In addition to leading the Company’s finance organization and expertly managing the liquidity of Polaris during this global pandemic, Mike has helped shape and drive key growth initiatives, including Polaris’ digital transformation and productivity enhancements. Bob’s operational accomplishments and financial experience leading Polaris’ M&A and corporate development strategy are well-suited to advance Polaris’ strong financial foundation. We are confident that Mike and Bob, and the deep understanding they bring of both the business and the industry, will enable a seamless transition during this interim period.”

“I have witnessed time and again the Polaris team’s passion and commitment to delivering for all of our stakeholders,” said Speetzen. “I am excited to lead the continued execution of our strategy and accelerate the positive momentum underway across the organization.”

About Michael Speetzen

Speetzen joined Polaris in August 2015 as executive vice president, Finance and Chief Financial Officer. Prior to joining Polaris, Speetzen was senior vice president and CFO of Xylem, Inc. since 2011, when the Company was formed from the spinoff of the water businesses of ITT Corporation. He joined ITT in 2009. Speetzen was responsible for the financial planning, accounting, controls, treasury, M&A activity, investor relations and strategy of Xylem Inc. Prior to joining ITT, he served as executive vice president and CFO for the StandardAero Company owned by the private equity firm Dubai Aerospace Enterprise. Previously, he held positions of increasing responsibility in the finance functions at Honeywell and General Electric. Speetzen currently serves on the Board of Directors of Pentair. Speetzen earned his Master of Business Administration from Thunderbird School of Global Management at Arizona State University and his bachelor’s degree in management from Purdue.

About Bob Mack

Mack joined Polaris in April 2016 as senior vice president of Corporate Development and Strategy, and president of Adjacent Markets. Prior to joining Polaris, Mack was vice president, Corporate Development for Ingersoll Rand. In that role he had global responsibility for its acquisition and divestiture activities. With Ingersoll Rand for 20 years, Mack held a variety of sales, financial, M&A, and operational positions with the Company. Mack currently serves on the Board of Directors of West Marine and is chairman of the Audit Committee. He received his Master of Business Administration from Duke University and his Bachelor of Business Administration from Siena College, and is a certified public accountant (inactive).

About John Wiehoff

Wiehoff has served as a member of the Polaris Board of Directors since 2007 and as Lead Independent Director since 2013. He serves as the Chair of the Corporate Governance and Nominating Committee. Wiehoff served as Chairman of the Board and CEO for C.H. Robinson, retiring in May 2020 and May 2019, respectively. Previous positions with C.H. Robinson include president, senior vice president, CFO, treasurer, and corporate controller. Prior to joining C.H. Robinson in 1992, he was employed by Arthur Andersen LLP. Wiehoff also serves on the Board of Directors of Donaldson Company, Inc and U.S. Bancorp.

About Polaris

As the global leader in powersports, Polaris Inc. (NYSE: PII) pioneers product breakthroughs and enriching experiences and services that have invited people to discover the joy of being outdoors since our founding in 1954. With annual 2019 sales of $6.8 billion, Polaris’ high-quality product line-up includes the Polaris RANGER, RZR and 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 deck, cruiser and pontoon boats, including industry-leading Bennington pontoons. 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 includes military and commercial off-road vehicles, quadricycles, and electric vehicles. Proudly headquartered in Minnesota, Polaris serves more than 100 countries across the globe. www.polaris.com.

XML

Document and Entity Information	Dec. 21, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 21, 2020
Entity Registrant Name	POLARIS INC.
Entity Incorporation, State or Country Code	MN
Entity File Number	001-11411
Entity Tax Identification Number	41-1790959
Entity Address, Address Line One	2100 Highway 55
Entity Address, Address Line Two	NONE
Entity Address, City or Town	Medina
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55340
City Area Code	763
Local Phone Number	542-0500
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	0000931015
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	PII
Security Exchange Name	NYSE