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): April 10, 2017
 
POLARIS INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
 
Minnesota
 (State of Incorporation)
 
1-11411
 (Commission File Number)
 
41-1790959
 (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))

Item 3.03                            Material Modification to Rights of Security Holders.

On April 10, 2017, the Board of Directors of Polaris Industries Inc. (the “Company”) approved an amendment (the “Amendment”) to the Amended and Restated Rights Agreement dated April 29, 2010 between the Company and Wells Fargo Bank, National Association, as rights agent (the “Rights Agreement”).  The Amendment was approved as part of the Board’s ongoing review of its corporate governance practices and input from shareholders on this topic.
 
The Amendment will change the final expiration date of the Rights Agreement from April 29, 2020 to April 14, 2017.  Accordingly, the Rights will expire at the close of business on April 14, 2017, and the Rights Agreement will be terminated with no further force and effect.  The Rights will be de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended.
 
Item 9.01                            Financial Statements and Exhibits.

(d)              Exhibits

4.1
Amendment to Amended and Restated Rights Agreement, dated as of April 10, 2017, by and between the Company and Wells Fargo Bank Minnesota, N.A., as Rights Agent.
 
 
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: April 10, 2017
 
 
POLARIS INDUSTRIES INC.
 
 
 
 
 
 
 
 
/s/ Michael T. Speetzen
 
 
Michael T. Speetzen
 
 
Executive Vice President – Finance and
 
 
Chief Financial Officer of Polaris Industries Inc.
 
2
EXHIBIT INDEX
 
Exhibit No.
Description
 
 
4.1
Amendment to Amended and Restated Rights Agreement, dated as of April 10, 2017, by and between the Company and Wells Fargo Bank Minnesota, N.A., as Rights Agent.
 
 
3
Exhibit 4.1
 
AMENDMENT
TO
AMENDED AND RESTATED RIGHTS AGREEMENT

This Amendment, dated as of April 10, 2017, is made between Polaris Industries Inc., a Minnesota corporation (the “Company”), and Wells Fargo Bank, National Association as Rights Agent (the “Rights Agent”), and amends the Amended and Restated Rights Agreement dated as of April 29, 2010 (the “Rights Agreement”).

Recitals

A.              Pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of that section.
 
B.              The Board of Directors of the Company desires to amend the Rights Agreement to accelerate the Final Expiration Date set forth therein.
 
Amendment
 
This Amendment amends the Rights Agreement as follows:
 
1.            Capitalized terms that are not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.

2.              The definition of “Final Expiration Date” set forth in Section 7(a)(i) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:

 “(i) the Close of Business on April 14, 2017 (the “Final Expiration Date”),”

3.              This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts shall together constitute the same instrument.
 
4.              This Amendment shall be deemed to be a contract made under the laws of the State of Minnesota and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

 
[Signature Page Follows]
4
This Amendment has been duly executed by the Company and the Rights Agent as of the date first written above.
 
 
POLARIS INDUSTRIES INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
 /s/Scott W. Wine
 
 
 
Name:
Scott W. Wine
 
 
 
Title:
Chairman and CEO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
 
 
 
 
 
 
 
 
         
 
By:
 /s/Andrea Severson
 
 
 
Name:
Andrea Severson
 
    Title:  AVP - Client Services