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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): September 1, 2023

graphic

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
(Address of principal executive offices)
55303
(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. ☐




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

On September 1, 2023, the Board of Directors of Vista Outdoor Inc. (the “Company”) approved for Jason Vanderbrink, the Chief Executive Officer of the Sporting Products segment of the Company, a compensatory change as set forth in the new compensatory arrangement entered into between the Company and Mr. Vanderbrink on September 1, 2023 (the “Compensation Letter”). Pursuant to the Compensation Letter, Mr. Vanderbrink received an increased annual long-term incentive target equal to $4,800,000.  In connection with such increase, on September 1, 2023, Mr. Vanderbrink received an incremental one-time grant of restricted stock units and performance shares with grant date target values of $856,000 and $1,284,000, respectively, which generally vest over three years from the grant date, subject to continued employment through such date, and in the case of performance-based awards, based on certain pre-established performance conditions satisfied over such period.

The foregoing description of the Compensation Letter does not purport to be complete and is qualified in its entirety by reference to the Compensation Letter filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.
  
   
Exhibit No.
Exhibit
   
   
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:  September 5, 2023

EX-10.1 2 ex10-1.htm COMPENSATION LETTER

Exhibit 10.1

September 1, 2023

Dear Jason,

Congratulations! In recognition of your contributions to Vista Outdoor and as the CEO of Sporting Products the Management Development and Compensation Committee (“MDCC”) of the Board of Directors of Vista Outdoor has approved an increase to your long-term incentive (“LTI”) target effective September 1, 2023. Your annual LTI target under the Vista Outdoor Inc. 2020 Stock Incentive Plan equal to 400% of your base salary ($4,800,000 grant value) comprised of the following mix: 60% Performance Shares and 40% Restricted Stock Units (RSUs).

The MDCC has approved to grant you on September 1, 2023 an additional $856,000 of RSUs and $1,284,000 of Performance Shares to provide to you the full value of your annual LTI grant for FY24:

 
●
RSUs.  Vesting of the RSUs will occur in three equal installments on the first, second and third anniversaries 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 $856,000 (40% of the total value of your incremental LTI award). You will be issued 29,165 RSUs, which was determined by dividing $856,000 by the closing price of a share of Vista Outdoor’s common stock on September 1, 2023 ($29.35).
     
   
o
As a part of your annual LTI grant you were issued RSUs on March 31, 2023, which was determined by the grant of 38,397 RSUs multiplied by the closing price of $27.71 a share of Vista Outdoor’s common stock on March 31, 2023.
       
  ●
Performance Shares. The Performance Shares will vest, if at all, after a three-year performance period (April 1, 2023 through March 31, 2026), provided you are employed by Vista Outdoor through the applicable vesting date, with the amount vesting based on actual achievement relative to the performance criteria (50% EPS Growth, 50% Net Sales Growth, and relative Total Shareholder Return will be a modifier) and other factors approved by the MDCC. The grant date value of the Performance Share award is $1,284,000 (60% of the total value of your incremental LTI award). You will be issued 43,747 Performance Shares (at target), which was determined by dividing $1,284,000 by the closing price of a share of Vista Outdoor’s common stock on September 1, 2023 ($29.35). Depending on company performance over the performance period, you can vest in 0% to 200% of the Performance Shares awarded.
       
   
o
As a part of your annual LTI grant you were issued Performance Shares on May 1, 2023, which was determined by the grant of 57,596 Performance Shares (at target) multiplied by the closing price of $27.71 a share of Vista Outdoor’s common stock on March 31, 2023.

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.




The terms of this letter do not constitute an employment agreement; your pay and benefits will follow Vista Outdoor’s compensation and benefits programs which are subject to change. All employment at Vista Outdoor is at the mutual will of Vista Outdoor and the employee and either party may terminate the employment relationship at any time and for any reason, with or without cause or notice. The at-will employment relationship cannot be altered, unless it is done so in writing and signed by Board of Directors of Vista Outdoor.

I am excited about the future of Vista Outdoor and the role you will play in delivering value for our shareholders. To confirm acceptance of this promotion, please sign, date, and return to Mike Olin, Director, Compensation Michael.Olin@vistaoutdoor.com.

Sincerely,


/s/ Gary McArthur
 
Gary McArthur
 
Chief Executive Officer (Interim)
 

Accepted:


/s/ Jason Vanderbrink
/
9/5/2023
  
Jason Vanderbrink
 
Date