Vista Outdoor Inc. (Form: 8-K/A, Received: 05/05/2023 16:05:01)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No.2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2023 (February 2, 2023)

Vista Outdoor Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36597		47-1016855
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

1 Vista Way	Anoka	MN	55303
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (763) 433-1000

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(s)

Name of each exchange on which registered

Common Stock, par value $.01

VSTO

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment No. 2”) amends the Current Report on Form 8-K of Vista Outdoor Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2023, as amended by the Current Report on Form 8-K/A filed with the SEC on February 17, 2023 (as amended, the “Report”), which reported the resignation of Christopher T. Metz as Chief Executive Officer and as a director of the Company, effective as of February 1, 2023, the appointment of Gary L. McArthur as interim Chief Executive Officer of the Company, effective as of February 1, 2023, and the compensation to be paid to Mr. McArthur in connection with his appointment as interim Chief Executive Officer. Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Amendment No. 2 is being filed solely to provide additional information called for by Item 5.02(c)(3) of Form 8-K that had not been determined at the time of filing of the Report.


Item 5.02.						Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On May 1, 2023, the Management Development and Compensation Committee of the Company finalized the compensation arrangement to be provided to Mr. McArthur in consideration for his service as interim Chief Executive Officer. As previously reported, Mr. McArthur will receive a base salary of $90,000 per month, effective February 1, 2023.

In addition, he will be eligible to participate in the Company’s Annual Incentive Plan (“AIP”), with a target incentive for Fiscal Year 2024 equal to 100% of his cumulative monthly salary ($1,080,000 annualized at target). For Fiscal Year 2024, his maximum AIP opportunity will be 200% of his AIP target.

His long-term incentive award under the Company’s 2020 Stock Incentive Plan (the “2020 Plan”) will have a total value equal to $2,000,000, consisting of the following:

•as previously reported, a grant of restricted stock units (“RSUs”) under the 2020 Plan having a grant date fair value equal to $600,000, which RSUs were issued to Mr. McArthur on February 16, 2023 and will vest in full on the first anniversary of the grant date provided Mr. McArthur is employed by the Company through the vesting date; and

•a grant of RSUs under the 2020 Plan having a grant date fair value equal to $1,400,000, which RSUs were issued to Mr. McArthur on May 1, 2023, and will vest in full on the first anniversary of the grant date provided Mr. McArthur is employed by the Company through the vesting date.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.						Description
10.1						Compensation Letter with Gary McArthur, dated May 1, 2023
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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 hereunto duly authorized.


			VISTA OUTDOOR INC.

		By:	/s/Jeffrey Ehrich
		Name:	Jeffrey Ehrich
		Title:	General Counsel & Corporate Secretary (Interim)


Date:	May 5, 2023

Exhibit 10.1

May 1, 2023

Dear Gary,

Thank you for your leadership and service to Vista Outdoor!

In recognition of your contributions to Vista Outdoor and the critical role you play in our success, the Management Development and Compensation Committee (“MDCC”) of the Board of Directors of Vista Outdoor has approved effective February 1, 2023, a monthly salary in the amount of $90,000 that will remain in effect through your term as Interim Chief Executive Officer.

Additionally, as approved by the MDCC on May 1, 2023 your target incentive under our Annual Incentive Plan (“AIP”) for Fiscal Year 2024 (“FY24”) will be equal to 100% of cumulative monthly salary ($1,080,000 annualized at target). For Fiscal Year 2024, your maximum AIP opportunity will be 200% of your AIP target.

Finally, the MDCC has approved a long-term incentive (“LTI”) award for you under the Vista Outdoor Inc. 2020 Stock Incentive Plan equal to $2,000,000 of Restricted Stock Units (RSUs):

•RSUs. Vesting of the RSUs will occur in a one-year cliff installment on the first anniversary of the grant date provided you are employed by Vista Outdoor through the applicable vesting date. The grant date target value of the RSU award is $600,000. You were issued 21,459 RSUs on February 16, 2023, which was determined by dividing $600,000 by the closing price of a share of Vista Outdoor’s common stock on February 16, 2023 ($27.96).

•Additional RSUs. Vesting of the RSUs will occur in a one-year cliff installment on the first anniversary of the grant date provided you are employed by Vista Outdoor through the applicable vesting date. The grant date target value of the RSU award is $1,400,000. You will be issued 56,818 RSUs on May 1, 2023, which was determined by dividing $1,400,000 by the closing price of a share of Vista Outdoor’s common stock on May 1, 2023 ($24.64).

We believe the LTI award provides you with substantial upside and the ability to participate in our success as we drive results for the business in the years to come.

The annual LTI grants are subject to the terms and conditions set out in the equity plan and your award agreements, both of which will be delivered to you online through E*TRADE, Vista Outdoor’s stock plan administrator. You will receive an email within a week after May 1, 2023 with instructions on how to accept the RSU grants online. In a change compared to last year the MDCC is expected to approve the three-year performance metric targets at the April meeting. You will receive a separate email by mid-April to accept your Performance Share grant that includes the applicable terms and targets.

Exhibit 10.1

Vista Outdoor reserves the right, in its discretion, to modify or terminate the AIP or LTI programs at any time, including without limitation adjusting an executive’s AIP or LTI targets, grants or payouts for performance or other reasons. An executive’s participation in our AIP or LTI programs for any year does not entitle the executive to future participation in any future bonus or equity programs.

I am excited about the future of Vista Outdoor and the role you will play in delivering value for our shareholders.

Sincerely,

Robert M. Tarola

Chair, MDCC