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 30, 2021

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 Chief Executive Officer and Election of Director
 
On May 4, 2021, Polaris Inc. (the “Company”) announced that Michael Speetzen, the Company’s Interim Chief Executive Officer, has been appointed by the Board of Directors of the Company (the “Board”) to serve as Chief Executive Officer of the Company, effective April 30, 2021 and appointed to serve on the Company’s Board of Directors as a Class III Director of the Company. Mr. Speetzen has served as an Interim Chief Executive Officer of the Company since January 1, 2021 and previously served as the Company’s Chief Financial Officer.
 
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 plc. 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.

Pursuant to the terms of the offer letter between the Company and Mr. Speetzen, dated April 29, 2021, Mr. Speetzen will receive: (i) an annual base salary of $1,035,000; (ii) an annual target cash incentive equal to 120% of his base salary; and (iii) an incremental long-term incentive award (the “Incremental LTI Award”) that consists of 50% stock options, 25% performance-based restricted stock units (PRSUs) for the 2021-2023 performance cycle, and 25% time-based restricted stock units (RSUs) with a grant date fair value of $2,215,000 as determined by the Compensation Committee in its discretion. This Incremental LTI Award consists of the same mix of awards, vesting schedule, performance period and conditions as the standard annual long-term incentive award granted in January 2021 to officers.

Mr. Speetzen will continue to be party to the severance agreement between Mr. Speetzen and the Company entered into on July 31, 2015 and will participate in benefit programs generally available to other executive officers.

The monthly cash stipend of $30,000 previously provided pursuant to the terms and conditions of the offer letter dated December 21, 2020 between the Company and Mr. Speetzen in connection with his appointment as Interim Chief Executive Officer will be terminated, and cease to be due and payable, effective as of May 1, 2021.

Appointment of Chief Financial Officer 
 
In connection with the appointment of Mr. Speetzen as Chief Executive Officer, on May 4, 2021, the Company announced that the Board appointed Robert P. Mack, the Company’s Interim Chief Financial Officer, to serve as Chief Financial Officer, effective April 30, 2021, with the title Chief Financial Officer and EVP, Finance & Corporate Development and President, Global Adjacent Markets. Mr. Mack has served as an Interim Chief Financial Officer of the Company since January 1, 2021 and previously served as the Company’s Senior Vice President—Corporate Development and Strategy and President—Global Adjacent Markets and Boats.
 
Mr. Mack, 51, joined Polaris in April 2016 as senior vice president of Corporate Development and Strategy, and president of Global 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).
Pursuant to the terms of the offer letter between the Company and Mr. Mack dated April 30, 2021, Mr. Mack will receive: (i) an annual base salary of $575,000; (ii) an annual target cash incentive equal to 100% of his base salary; and (iii) an Incremental LTI Award that consists of 50% stock options, 25% PRSUs, and 25% RSUs with a grant date fair value of $313,000 as determined by the Compensation Committee in its discretion. This Incremental LTI Award consists of the same mix of awards, vesting schedule, performance period and conditions as the standard annual long-term incentive award granted in January 2021 to officers.

Mr. Mack will continue to be party to the severance agreement between Mr. Mack and the Company entered into on March 31, 2016 and will participate in benefit programs generally available to other executive officers. Mr. Mack will also continue to be eligible for that certain defined benefit replacement provided in the Offer Letter dated February 9, 2016 between the Company and Mr. Mack.

The monthly cash stipend of $15,000 previously provided pursuant to the terms and conditions of the employment offer letter dated December 21, 2020 between the Company and Mr. Mack in connection with his appointment as Interim Chief Financial Officer  will be terminated, and cease to be due and payable, effective as of May 1, 2021.

The descriptions of the terms of Mr. Speetzen and Mr. Mack’s employment are qualified in their entirety by reference to the offer letter agreements between the Company and Mr. Speetzen and between the Company and Mr. Mack, respectively, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, and incorporated herein by reference.

A copy of the Company’s press release announcing the 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.
 
104
Cover Page Interactive Data File (formatted as Inline XBRL)
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:    May 4, 2021
 
 
 
 
POLARIS INC.
 
 
 
 
 
/s/ Lucy Clark Dougherty
 
Lucy Clark Dougherty
 
Senior Vice President—General Counsel and Secretary


Exhibit 10.1


April 29, 2021

Michael T. Speetzen

Dear Mike:

On behalf of Polaris Inc. (“Polaris” or “Company”), I am pleased to offer you the position of Chief Executive Officer of Polaris.  This letter will amend certain terms of your employment with Polaris.

I.
Title and Position
   
  Your title is Chief Executive Officer of Polaris reporting to the Board of Directors of Polaris.  It is expected that you will be elected to the Board of Directors of Polaris (the “Board”) as soon as practicable after the date hereof.
   
II. Base Salary
   
  Effective as of May 1, 2021, your new annual base salary will be $1,035,000 paid bi-weekly, less all applicable withholdings and deductions.  Your salary will be reviewed annually, subject to the approval of the Compensation Committee of the Board (the “Compensation Committee”).
   
  In addition, the stipend provided to you pursuant to the terms and conditions of the Employment Offer Letter dated December 21, 2020 by and between you and the Company (the “Interim Offer Letter”) shall be terminated, and cease to be due and payable, effective as of May 1, 2021.
   
III. Cash Incentive Compensation
   
  You will be a “A1” Level under the terms of our Senior Executive Annual Incentive Plan.  Your payment under the Senior Executive Annual Incentive Plan will be dependent upon your performance and the performance of the Company and the final determination of the Compensation Committee. Notwithstanding your “A1” Level, your target payout for the Senior Executive Annual Incentive Plan will be 120% effective on May 1, 2021, subject to adjustments by the Compensation Committee.
   
IV. Long Term Incentive Plan
   
  Your restricted stock units granted to you pursuant to the Interim Offer Letter will continue to be governed by the terms and conditions set forth in the Interim Offer Letter, the applicable award agreement and the terms and conditions of the Amended and Restated Polaris Inc. 2007 Omnibus Incentive Plan, as amended and restated April 30, 2020 (the “Omnibus Plan”).  You will continue to be eligible to participate in the Company’s long-term incentive program on terms and conditions to be approved by the Compensation Committee.  In addition, subject to your execution of this offer letter, on April 30, 2021 you will be granted an incremental long-term incentive award (the “Incremental LTI Award”) with a grant date fair value of $2,215,000 as determined by the Compensation Committee in its discretion. This Incremental LTI Award will be comprised of the same LTI mix of awards, vesting schedule, performance period and conditions as the standard annual long-term incentive award granted in January 2021 to officers, with 50% stock options, 25% performance-based restricted stock units for the 2021-2023 performance cycle, and 25% time-based restricted stock units.  In addition, the Incremental LTI Award will be subject to your execution/acceptance of the applicable grant agreement and the terms and conditions of the Omnibus Plan.
V. Benefits & Perquisites
   
  You will be eligible to participate in Polaris’ executive-level benefit programs on terms and conditions in effect from time to time.  You will also be eligible to participate and receive perquisites made available by Polaris to its executives.  The benefits and perquisites are subject to change at any time by the Compensation Committee.
   
VI. Severance Agreement
   
  The Severance Agreement dated July 31, 2015 between you and the Company will remain in full force and effect.
   
VII. Company Policies
   
  You continue to be subject to the policies and procedures of the Company as in effect from time to time, including without limitation, the Company’s Stock Ownership Guidelines, Insider Trading Policy and Clawback Policy.

Your employment with Polaris is at will and nothing in this offer letter should be construed as altering that status.

All components of this offer are contingent on approval of the Compensation Committee and the Board. For clarification and the protection of both you and the Company, this letter, including the exhibits supersedes and replaces the Offer Letter dated July 10, 2015 between you and the Company.  Except as expressly set forth herein, your other existing arrangements with the Company will remain in full force and effect.

Please sign and return a copy of this letter indicating that you accept our offer and confirming the terms of your employment.

Very truly yours,
 
 
 
 
 
/s/John P. Wiehoff
 
John P. Wiehoff
 
Chair of the Board of Directors
 
 
 
Accepted and confirmed on April 29, 2021:
 
 
 
 
 
 
/s/Michael T. Speetzen
 
Michael T. Speetzen
 

Exhibit 10.2


April 30, 2021

Robert P. Mack

Dear Bob:

On behalf of Polaris Inc. (“Polaris” or “Company”), I am pleased to offer you the position of Chief Financial Officer and Executive Vice President, Finance & Corporate Development and President, Global Adjacent Markets of Polaris.  This letter will amend certain terms of your employment with Polaris.

I.
Title and Position
 
 
 
Your title is Chief Financial Officer and Executive Vice President, Finance & Corporate Development and President, Global Adjacent Markets reporting to the Chief Executive Officer of Polaris.
 
 
II.
Base Salary
 
 
 
Effective as of May 1, 2021, your new annual base salary will be $575,000 paid bi-weekly, less all applicable withholdings and deductions.  Your salary will be reviewed annually, subject to the approval of the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”).
 
 
 
In addition, the stipend provided to you pursuant to the terms and conditions of the Employment Offer Letter dated December 21, 2020 by and between you and the Company (the “Interim Offer Letter”) will be terminated, and cease to be due and payable, effective as of May 1, 2021.
 
 
III.
Cash Incentive Compensation
   
  You will be a “A2” Level under the terms of our Senior Executive Annual Incentive Plan.  Your payment under the Senior Executive Annual Incentive Plan will be dependent upon your performance and the performance of the Company and the final determination of the Compensation Committee. Your target payout for the Senior Executive Annual Incentive Plan will be 100% of eligible earnings effective May 1, 2021, subject to adjustments by the Compensation Committee.
   
IV. Long Term Incentive Plan
 
 
 
Your restricted stock units granted to you pursuant to the Interim Offer Letter will continue to be governed by the terms and conditions set forth in the Interim Offer Letter, the applicable award agreement and the terms and conditions of the Amended and Restated Polaris Inc. 2007 Omnibus Incentive Plan, as amended and restated on April 30, 2020 (the “Omnibus Plan”).  You will continue to be eligible to participate in the Company’s long-term incentive program on terms and conditions to be approved by the Compensation Committee.  In addition, subject to your execution of this offer letter, on April 30, 2021 you will be granted an incremental long-term incentive award (the “Incremental LTI Award”) with a grant date fair value of $313,000 as determined by the Compensation Committee in its discretion.  This Incremental LTI Award will be comprised of the same LTI mix of awards, vesting schedule, performance period and conditions as the standard annual long-term incentive award granted in January 2021 to officers, with 50% stock options, 25% performance-based restricted stock units for the 2021-2023 performance cycle, and 25% time-based restricted stock units.  In addition, the Incremental LTI Award will be subject to your execution/acceptance of the applicable grant agreement and the terms and conditions of the Omnibus Plan.
   
V. Benefits & Perquisites
   
  You will be eligible to participate in Polaris’ executive-level benefit programs on terms and conditions in effect from time to time.  You will also be eligible to participate and receive perquisites made available by Polaris to its executives.  The benefits and perquisites are subject to change at any time by the Compensation Committee.
   
VI. Defined Benefit Replacement
   
  As provided in the Offer Letter dated February 9, 2016 between you and the Company (the “Initial Offer Letter”), in the event that the value of 20,000 shares of Polaris common stock (as adjusted for any stock splits or other equity restructurings) is less than or equal to $3,500,000 on the date you attain age 55 and assuming continued employment with Polaris until that time, Polaris will pay you in cash the difference between $3,500,000 and the value of 20,000 shares. The value for these purposes will be determined using the closing market price of Polaris common stock on the date you attain age 55.
   
VII. Severance Agreement
   
  The Severance Agreement dated March 31, 2016 between you and the Company will remain in full force and effect.
   
VIII. Company Policies
   
  You continue to be subject to the policies and procedures of the Company as in effect from time to time, including without limitation, the Company’s Stock Ownership Guidelines, Insider Trading Policy and Clawback Policy.

Your employment with Polaris is at will and nothing in this offer letter should be construed as altering that status.
All components of this offer are contingent on approval of the Compensation Committee and the Board. For clarification and the protection of both you and the Company, this letter, including the exhibits supersedes and replaces the Initial Offer Letter.  Except as expressly set forth herein, your other existing arrangements with the Company will remain in full force and effect.

Please sign and return a copy of this letter indicating that you accept our offer and confirming the terms of your employment.

Very truly yours,
 
 
 
 
 
/s/Michael T. Speetzen
 
Michael T. Speetzen
 
Chief Executive Officer
 
 
 
 
 
Accepted and confirmed on April 30, 2021:
 
 
 
 
/s/Robert P. Mack
 
Robert P. Mack
 

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 Names Michael Speetzen as CEO and Bob Mack as CFO

MINNEAPOLIS--(BUSINESS WIRE)--May 4, 2021--Polaris Inc. (NYSE: PII) today announced that Michael Speetzen has been named chief executive officer and appointed to the Company's Board of Directors and that Bob Mack has been named executive vice president and chief financial officer. Speetzen and Mack have been serving as interim CEO and interim CFO, respectively, since January.

“Mike is a proven and highly respected leader within Polaris and across the powersports industry. His strong vision and deep understanding of the business gives us great confidence in his ability to further build on Polaris’ legacy of innovation and growth,” said John Wiehoff, chair of Polaris’ Board of Directors. “In his six years with the Company and as interim CEO, Mike has consistently demonstrated his ability to inspire our team, build strong stakeholder relationships and drive strategic execution. We are excited about Polaris’ next chapter of success and value creation under Mike’s leadership.”

“Polaris is an incredible organization, and one that I have been privileged to be a part of for the last six years. I am honored and truly humbled to lead Polaris’ outstanding team,” Speetzen commented. “As our results over the past year show, Polaris has tremendous opportunities as the undisputed leader in the powersports industry. I look forward to the continued partnership with Polaris’ talented senior leadership team, including Bob in his role as CFO, as we continue building on our momentum and fully capitalizing on the booming interest in outdoor recreation.”

Speetzen continued, “Bob is a results-driven leader who was integral in expanding Polaris’ role as an industry leader through strategic M&A activity and his leadership of our Global Adjacent Markets and Boats operations. While serving as interim CFO, Bob has been a trusted advisor and partner whose financial acumen and breadth of experience make him well-suited to continue advancing our financial strategy as CFO.”

“I am thrilled to continue serving as CFO and leader of our finance organization at such a remarkable time for Polaris and the powersports industry as a whole,” said Mack. “I look forward to the ongoing partnership with Mike and our business leaders to accelerate growth, build on Polaris’ strong financial foundation and deliver value to our shareholders.”

With support from a deep roster of leaders, Mack will continue to oversee Polaris’ Corporate Development and Global Adjacent Markets teams.

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 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 2020 sales of $7.0 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.