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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

COLM

Nasdaq Global Select Market

    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.    ☐

On January 9, 2024, the Board of Directors (the “Board”) of Columbia Sportswear Company (the “Company”) appointed Charles Denson to the Board as an independent director, effective immediately. A copy of the press release announcing Mr. Denson’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Mr. Denson will also serve as a member of the Audit Committee.

There was no arrangement or understanding pursuant to which Mr. Denson was elected as a director.

In connection with Mr. Denson’s service as a director, he will be entitled to the Company’s customary compensatory arrangement for outside directors, including an annual retainer of $80,000 for Board service and an annual retainer of $10,000 for service on the Audit Committee. Mr. Denson will also be entitled to receive an annual equity award consisting of a grant of time-based restricted stock units valued at $160,000. One hundred percent of the shares of restricted stock units vest on May 1 following the date of grant. Mr. Denson may elect to receive equity compensation in lieu of all or half of the $80,000 annual Board service fee. Mr. Denson will also be entitled to a $3,500 Company merchandise allowance.

In addition, in connection with his service as a director prior to the Company's 2024 annual meeting of shareholders, Mr. Denson will receive a prorated portion of each of the annual retainer, the Audit Committee retainer, the annual equity award, and reasonable out-of-pocket expenses incurred in attending any Board or committee meetings that take place prior to the 2024 annual meeting of shareholders.

There are no transactions between the Company and Mr. Denson that would be required to be reported under Item 404(a) of Regulation S-K.

(d) Exhibits

 

99.1			Press Release dated January 10, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.