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Registrant’s telephone number, including area code: (i763) i433-1000
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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon
Stock, par value $.01
iVSTO
iNew 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 i☐
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 5.07. Submission of Matters to a Vote of Security Holders.
On July 25, 2023, Vista Outdoor Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). On June 1, 2023,
the record date for the Annual Meeting, there were 57,984,261 shares of Company common stock outstanding, of which 47,818,827 were present or represented by proxy at the Annual Meeting for purposes of establishing a quorum.
At the Annual Meeting, the Company’s stockholders approved the following matters:
a.the election of Michael Callahan, Gary L. McArthur, Gerard Gibbons, Mark A. Gottfredson, Bruce E. Grooms, Michael D. Robinson, Robert M. Tarola and Lynn M. Utter to the Company’s board of directors for terms expiring at the Company’s
2024 annual meeting of stockholders;
b.on an advisory basis, the fiscal year 2023 compensation of the Company’s named executive officers; and
c.the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024.
Set forth below are the number of votes cast for and against or withheld (as applicable) on each matter presented at the Annual Meeting, as well as the number of abstentions and broker non-votes, as applicable, with respect to each matter:
Votes For
Against
Votes Withheld
Broker Non-Votes
(1) Election of
Directors
Michael Callahan
38,350,469
1,838,217
56,326
7,573,815
Gerard Gibbons
35,520,702
4,670,696
53,614
7,573,815
Mark
A. Gottfredson
38,366,446
1,829,533
49,033
7,573,815
Bruce E. Grooms
39,913,813
279,077
52,122
7,573,815
Gary L. McArthur
39,927,706
268,253
49,053
7,573,815
Michael
D. Robinson
39,189,312
1,002,346
53,354
7,573,815
Robert M. Tarola
39,869,063
324,145
51,804
7,573,815
Lynn M. Utter
39,710,690
481,870
52,452
7,573,815
Votes
For
Against
Abstain
Broker Non-Votes
(2) Advisory Vote on 2023 Named Executive Officer Compensation
39,231,298
864,540
149,174
7,573,815
Votes
For
Against
Abstain
Broker Non-Votes
(3) Ratification of the Appointment of Deloitte & Touche LLP for the fiscal year ending March 31, 2024
47,512,332
246,579
59,916
N/A
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No.
Description
104
The cover page from the Company's Current Report on Form 8-K formatted in Inline XBRL.
1
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.