SEC Info - Columbia Sportswear Co - ‘10-Q’ for 6/30/18

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Columbia Sportswear Co – ‘10-Q’ for 6/30/18 – ‘EX-3.1’

On: Thursday, 8/2/18, at 2:57pm ET · For: 6/30/18 · Accession #: 1050797-18-38 · File #: 0-23939

Previous ‘10-Q’: ‘10-Q’ on 5/3/18 for 3/31/18 · Next: ‘10-Q’ on 11/1/18 for 9/30/18 · Latest: ‘10-Q’ on 11/2/23 for 9/30/23 · 15 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 8/02/18  Columbia Sportswear Co            10-Q        6/30/18   72:9M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    725K 
 2: EX-3.1      Second Amendment to Third Restated Articles of      HTML     29K 
                Incorporation                                                    
 3: EX-31.1     Exhibit 31.1 Rule 13A-14(A) Certification of        HTML     28K 
                Timothy P. Boyle, CEO                                            
 4: EX-31.2     Rule 13A-14(A) Certification of Jim A. Swanson,     HTML     28K 
                Svp of Finance & CFO                                             
 5: EX-32.1     Section 1350 Certification of Timothy P. Boyle,     HTML     23K 
                CEO                                                              
 6: EX-32.2     Section 1350 Certification of Jim A. Swanson, Svp   HTML     24K 
                & CFO                                                            
13: R1          Document And Entity Information                     HTML     39K 
14: R2          Condensed Consolidated Balance Sheets               HTML    119K 
15: R3          Condensed Consolidated Balance Sheets               HTML     44K 
                (Parenthetical)                                                  
16: R4          Condensed Consolidated Statements Of Operations     HTML     88K 
17: R5          Condensed Consolidated Statements Of Comprehensive  HTML     52K 
                Income                                                           
18: R6          Condensed Consolidated Statements Of Comprehensive  HTML     27K 
                Income (Parenthetical)                                           
19: R7          Condensed Consolidated Statements Of Cash Flows     HTML    120K 
20: R8          Basis Of Presentation And Organization              HTML     30K 
21: R9          Summary Of Significant Accounting Policies          HTML    135K 
22: R10         Revenues                                            HTML    173K 
23: R11         Non-Controlling Interest                            HTML     85K 
24: R12         Intangible Assets, Net and Goodwill                 HTML     56K 
25: R13         Product Warranty                                    HTML     44K 
26: R14         Stock-Based Compensation                            HTML     69K 
27: R15         Accumulated Other Comprehensive Income              HTML    107K 
28: R16         Earnings Per Share                                  HTML     54K 
29: R17         Segment Information                                 HTML     80K 
30: R18         Financial Instruments And Risk Management           HTML    107K 
31: R19         Commitments And Contingencies                       HTML     26K 
32: R20         Fair Value Measures                                 HTML    197K 
33: R21         Related Party Transactions                          HTML     31K 
34: R22         Summary Of Significant Accounting Policies Summary  HTML    121K 
                Of Significant Accounting Policies (Tables)                      
35: R23         Revenues (Tables)                                   HTML    166K 
36: R24         Non-Controlling Interest (Tables)                   HTML     82K 
37: R25         Intangible Assets, Net and Goodwill (Tables)        HTML     55K 
38: R26         Product Warranty (Tables)                           HTML     43K 
39: R27         Stock-Based Compensation (Tables)                   HTML     68K 
40: R28         Accumulated Other Comprehensive Income (Tables)     HTML    106K 
41: R29         Earnings Per Share (Tables)                         HTML     45K 
42: R30         Segment Information (Tables)                        HTML     77K 
43: R31         Financial Instruments And Risk Management (Tables)  HTML    103K 
44: R32         Fair Value Measures (Tables)                        HTML    192K 
45: R33         Summary Of Significant Accounting Policies Summary  HTML     78K 
                of Adoption of 606 (Details)                                     
46: R34         Summary Of Significant Accounting Policies Summary  HTML    101K 
                of Adoption of New Accounting Pronouncements                     
                (Details)                                                        
47: R35         Revenues (Details)                                  HTML     68K 
48: R36         Non-Controlling Interest Non-Controlling Interest   HTML     23K 
                (Narrative) (Details)                                            
49: R37         Non-Controlling Interest Non-Controlling Interest   HTML     81K 
                (Schedule of Equity) (Details)                                   
50: R38         Intangible Assets, Net and Goodwill (Narrative)     HTML     33K 
                (Details)                                                        
51: R39         Intangible Assets, Net and Goodwill (Summary Of     HTML     41K 
                Identifiable Intangible Assets) (Details)                        
52: R40         Intangible Assets, Net and Goodwill Schedule of     HTML     34K 
                Estimated Five Year Amortization Expense (Details)               
53: R41         Intangible Assets, Net and Goodwill Range           HTML     26K 
                (Details)                                                        
54: R42         Product Warranty (Reconciliation Of Product         HTML     32K 
                Warranties) (Details)                                            
55: R43         Stock-Based Compensation (Narrative) (Details)      HTML     37K 
56: R44         Stock-Based Compensation (Summary Of Stock-Based    HTML     30K 
                Compensation Expense) (Details)                                  
57: R45         Stock-Based Compensation (Schedule Of Weighted      HTML     38K 
                Average Assumptions) (Details)                                   
58: R46         Stock-Based Compensation (Schedule Of Weighted      HTML     32K 
                Average Assumptions For Restricted Stock Units)                  
                (Details)                                                        
59: R47         Accumulated Other Comprehensive Income (Details)    HTML     48K 
60: R48         Earnings Per Share (Narrative) (Details)            HTML     44K 
61: R49         Earnings Per Share (Reconciliation Of Common        HTML     43K 
                Shares Used In Denominator For Computing Basic And               
                Diluted EPS) (Details)                                           
62: R50         Segment Information (Schedule Of Segment            HTML     57K 
                Information) (Details)                                           
63: R51         Financial Instruments And Risk Management           HTML     30K 
                (Narrative) (Details)                                            
64: R52         Financial Instruments And Risk Management (Gross    HTML     29K 
                Notional Amount Of Outstanding Derivative                        
                Instruments) (Details)                                           
65: R53         Financial Instruments And Risk Management (Balance  HTML     40K 
                Sheet Classification And Fair Value Of Derivative                
                Instruments) (Details)                                           
66: R54         Financial Instruments And Risk Management (Effect   HTML     45K 
                And Classification Of Derivative Instruments)                    
                (Details)                                                        
67: R55         Commitments And Contingencies (Details)             HTML     24K 
68: R56         Fair Value Measures (Assets And Liabilities         HTML    114K 
                Measured At Fair Value On A Recurring Basis)                     
                (Details)                                                        
69: R57         Related Party Transactions Related Party            HTML     47K 
                Transactions (Details)                                           
71: XML         IDEA XML File -- Filing Summary                      XML    131K 
70: EXCEL       IDEA Workbook of Financial Reports                  XLSX     74K 
 7: EX-101.INS  XBRL Instance -- colm-20180630                       XML   3.40M 
 9: EX-101.CAL  XBRL Calculations -- colm-20180630_cal               XML    177K 
10: EX-101.DEF  XBRL Definitions -- colm-20180630_def                XML    648K 
11: EX-101.LAB  XBRL Labels -- colm-20180630_lab                     XML   1.21M 
12: EX-101.PRE  XBRL Presentations -- colm-20180630_pre              XML    771K 
 8: EX-101.SCH  XBRL Schema -- colm-20180630                         XSD    122K 
72: ZIP         XBRL Zipped Folder -- 0001050797-18-000038-xbrl      Zip    214K

‘EX-3.1’ — Second Amendment to Third Restated Articles of Incorporation

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

EXHIBIT 3.1

SECOND AMENDMENT

THIRD RESTATED ARTICLES OF INCORPORATION

COLUMBIA SPORTSWEAR COMPANY

Pursuant to ORS 60.447, Columbia Sportswear Company (the “Corporation”) adopts the following Second Amendment to its Third Restated Articles of Incorporation:


1.	The name of the Corporation is Columbia Sportswear Company.


2.	The principal place of business and physical street address of the Corporation is 14375 Northwest Science Park Drive, Portland, Oregon 97229.


3.	Article II, Section A of the Third Restated Articles of Incorporation is replaced in its entirety as follows:

“The Corporation is authorized to issue shares of two classes of stock: 250,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock.”


4.	Section D is added to Article II of the Third Restated Articles of Incorporation and reads in its entirety as follows:

“Except as may be specifically designated by the Board of Directors, no holder of shares of the Corporation of any class, as such, shall have the preemptive right to subscribe for or to purchase any shares of any class of the corporation or any other securities of the corporation, including any warrant, right or option to any share or other security, whether such share or security of such class are now or hereafter authorized.”


5.	The above amendments to the Third Restated Articles of Incorporation were approved by the Board of Directors effective February 25, 2018 and March 30, 2018, respectively.


6.	Shareholder action was required to adopt the amendments. The above amendments to the Third Restated Articles of Incorporation were adopted by the holders of Common Stock at the Corporation’s annual meeting of shareholders on June 6, 2018.

As of April 9, 2018, there were 70,066,439 shares of Common Stock outstanding and entitled to vote. There were 64,158,783 shares of Common Stock voted in favor of the amendment to Section A of Article II, 4,857,660 shares of Common Stock voted against the amendment to Section A of Article II and 108,099 shares of Common Stock abstained from voting on the amendment to Section A of Article II. There were 66,710,298 shares of Common Stock voted in favor of the amendment to add Section D to Article II, 323,655 shares of Common Stock voted against the amendment to add Section D to Article II and 88,778 shares of Common Stock abstained from voting on the amendment to add Section D to Article II.


8.	The name and address of an authorized representative with direct knowledge of the operations and business activities of the Corporation are:

Peter J. Bragdon

Executive Vice President, Chief Administrative Officer and General Counsel

14375 Northwest Science Park Drive, Portland, Oregon 97229

Dated: June 11, 2018

I declare as an authorized signer, under penalty of perjury, that this document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any officers, directors, employees or agents of the corporation. This filing has been examined by me and is, to the best of my knowledge and belief true, correct, and complete. Making false statements in this document is against the law and may be penalized by fines, imprisonment or both.

Columbia Sportswear Company

By: /S/ PETER J. BRAGDON

Peter J. Bragdon, Executive Vice President,

Chief Administrative Officer and General Counsel

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	8/2/18
For Period end:	6/30/18
	6/11/18	8-K
	6/6/18	4, 8-K, DEF 14A, PRE 14A
	4/9/18
	3/30/18
	2/25/18
		List all Filings

15 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/24  Columbia Sportswear Co.           10-K       12/31/23  107:12M
11/02/23  Columbia Sportswear Co.           10-Q        9/30/23   59:7.2M
 8/08/23  Columbia Sportswear Co.           10-Q        6/30/23   60:7.3M
 5/04/23  Columbia Sportswear Co.           10-Q        3/31/23   70:8.1M
 2/23/23  Columbia Sportswear Co.           10-K       12/31/22  105:13M
11/03/22  Columbia Sportswear Co.           10-Q        9/30/22   61:7.9M
 8/04/22  Columbia Sportswear Co.           10-Q        6/30/22   61:8.1M
 5/05/22  Columbia Sportswear Co.           10-Q        3/31/22   58:6.5M
 2/24/22  Columbia Sportswear Co.           10-K       12/31/21   97:12M
11/04/21  Columbia Sportswear Co.           10-Q        9/30/21   63:7.3M
 8/05/21  Columbia Sportswear Co.           10-Q        6/30/21   63:7.2M
 5/06/21  Columbia Sportswear Co.           10-Q        3/31/21   74:7.7M
 2/25/21  Columbia Sportswear Co.           10-K       12/31/20   98:11M
11/05/20  Columbia Sportswear Co.           10-Q        9/30/20   72:8.3M
 8/06/20  Columbia Sportswear Co.           10-Q        6/30/20   72:9.8M

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Filing Submission 0001050797-18-000038 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)