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6-K 1 d600745d6k.htm 6-K 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2025

Commission File Number: 001-38648

BRP INC.

(Translation of registrant’s name into English)

726 Saint-Joseph Street

Valcourt, Quebec, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):     

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):      Exhibits 99.1 and 99.2 to this report of a Foreign Private Issuer on Form 6-K are deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.



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, thereunto duly authorized.

 

     BRP Inc.
By:  

 /s/ Martin Langelier

Name:    Martin Langelier
Title:  

Chief Legal Officer and Corporate Services

Date: May 29, 2025

EX-99.1 2 d600745dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

May 29, 2025                                     VIA SEDAR

 

To:

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers

Financial and Consumer Services Commission of New Brunswick

Nova Scotia Securities Commission

The Office of the Superintendent Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland & Labrador

Office of the Yukon Superintendent of Securities

Northwest Territories Securities Office

Nunavut Securities Office

 

Re:

BRP Inc.

Report on Voting Results pursuant to Section 11.3 of National Instrument

51-102 - Continuous Disclosure Obligations (“NI 51-102”)

 

 

Following the annual meeting of the shareholders of BRP Inc. (the ”Company”) held on May 29, 2025 (the ”Meeting”), we hereby advise you, in accordance with Section 11.3 of NI 51-102, of the following voting results obtained at the Meeting.

 

1.

Election of Directors

A ballot was conducted with respect to the election of directors. According to proxies received and ballots cast, all nominees proposed by management of the Company were elected as directors of the Company, with the following results:

 

Nominee    Votes
For
   %    Votes
Against
   %

Élaine Beaudoin

   258,493,135    99.63%    952,828    0.37%

Pierre Beaudoin

   242,105,878    93.32%    17,340,085    6.68%

Joshua Bekenstein

   242,166,488    93.34%    17,279,475    6.66%

José Boisjoli

   258,362,681    99.58%    1,083,281    0.42%

Charles Bombardier

   258,469,371    99.62%    976,591    0.38%

Ernesto M. Hernández

   259,150,950    99.89%    295,013    0.11%

Katherine Kountze

   259,174,234    99.90%    271,730    0.10%

Nicholas Nomicos

   259,055,372    99.85%    390,591    0.15%


Nominee    Votes
For
   %    Votes
Against
   %

Edward Philip

   256,483,186    98.86%    2,962,776    1.14%

Michael Ross

   259,036,378    99.84%    409,585    0.16%

Barbara Samardzich

   257,611,248    99.29%    1,834,715    0.71%

Hildegard Maria Wortmann (effective as of July 1st, 2025)

   259,412,106    99.99%    33,858    0.01%

 

2.

Appointment of Deloitte LLP as Auditor

A ballot was conducted with respect to the appointment of Deloitte LLP as the Company’s auditor. According to proxies received and ballots cast, Deloitte LLP was appointed as the Company’s auditor with the following results:

 

Votes
For
   %    Votes
Withheld
   %
259,425,941    99.86%    365,536    0.14%

 

  3.

Adoption of the advisory non-binding resolution on the Company’s approach to executive compensation

A ballot was conducted with respect to the adoption of an advisory non-binding resolution in respect of the Company’s approach to executive compensation, as more particularly described in the Management Proxy Circular (the “Circular”) dated April 23, 2025. According to proxies received and ballots cast, the advisory non-binding resolution was adopted with the following results:

 

Votes
For
   %    Votes
Against
   %
258,304,465    99.56%    1,141,498    0.44%

 

  4.

Vote on the adoption of LTI Resolution

A ballot was conducted with respect to the adoption of an ordinary resolution of Disinterested Shareholders (as defined in the Circular) in respect of the Special LTI Program (as defined in the Circular), as more particularly described in the Circular. According to proxies received and ballots cast, the ordinary resolution was adopted with the following results:

 

Votes
For
   %    Votes
Against
   %
242,460,595    93.45%    16,985,367    6.55%


DATED this 29th day of May, 2025.

 

BRP INC.

 

(s) Martin Langelier

Martin Langelier

Chief Legal Officer and Corporate Services

EX-99.2 3 d600745dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

LOGO      

PRESS RELEASE

For immediate distribution

BRP ANNOUNCES ELECTION OF DIRECTORS AND BOARD

COMMITTEE COMPOSITION

Valcourt, Quebec, May 29, 2025 – BRP Inc. (TSX: DOO; NASDAQ: DOOO) (the “Company”) held earlier today its annual and special meeting of shareholders in a virtual format. The meeting was broadcast via live webcast and the recording will be available shortly on BRP’s website at www.brp.com.

At the meeting, all of the nominees for directors listed in the Company’s management proxy circular dated April 23, 2025, were elected by a majority of the votes cast by shareholders present or represented by proxy. Voting results for each nominee were as follows:

 

Nominee   

Votes

For

   %  

Votes

Against

   %

Élaine Beaudoin

   258,493,135    99.63%   952,828    0.37%

Pierre Beaudoin

   242,105,878    93.32%   17,340,085    6.68%

Joshua Bekenstein

   242,166,488    93.34%   17,279,475    6.66%

José Boisjoli

   258,362,681    99.58%   1,083,281    0.42%

Charles Bombardier

   258,469,371    99.62%   976,591    0.38%

Ernesto M. Hernández

   259,150,950    99.89%   295,013    0.11%

Katherine Kountze

   259,174,234    99.90%   271,730    0.10%

Nicholas Nomicos

   259,055,372    99.85%   390,591    0.15%

Edward Philip

   256,483,186    98.86%   2,962,776    1.14%

Michael Ross

   259,036,378    99.84%   409,585    0.16%

Barbara Samardzich

   257,611,248    99.29%   1,834,715    0.71%

Hildegard Maria Wortmann (effective as of July 1st, 2025)

   259,412,106    99.99%   33,858    0.01%

 


Page 2

 

Changes to the Board Committees

The table below reflects the composition of the Board committees as of May 29th, 2025, except for Ms. Hildegard Maria Wortmann who will join the Audit Committee and the Nominating, Governance and Social Responsibility Committee effective as of July 1st, 2025.

 

Directors    Audit
Committee
     Human
Resources and
Compensation
Committee
     Investment
and Risk
Committee
     Nominating,
Governance
and Social
Responsibility
Committee
 

Élaine Beaudoin

                                   

Pierre Beaudoin

              Member                 Member  

Joshua Bekenstein

              Member                 Member  

José Boisjoli (Chair)

                       Member           

Charles Bombardier

                       Member           

Katherine Kountze

     Member                             

Ernesto M. Hernández

     Member                 Member           

Nicholas Nomicos

     Member                 Member           

Edward Philip

              Chair                 Chair  

Michael Ross

     Chair                             

Barbara Samardzich

(Lead independent director)

              Member        Chair           

Hildegard Maria Wortmann

(effective as of July 1st, 2025)

     Member                          Member  

To learn more about BRP’s Board members, click here.

About BRP

BRP Inc. is a global leader in the world of powersports products, propulsion systems and boats built on over 80 years of ingenuity and intensive consumer focus. Through its portfolio of industry-leading and distinctive brands featuring Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft and pontoons, Can-Am on and off-road vehicles, Quintrex boats, Manitou pontoons and Rotax marine propulsion systems as well as Rotax engines for karts and recreational aircraft, BRP unlocks exhilarating adventures and provides access to experiences across different playgrounds. The Company completes its lines of products with a dedicated parts, accessories and apparel portfolio to fully optimize the riding experience. Committed to growing responsibly, BRP is developing electric models for its existing product lines. Headquartered in Quebec, Canada, BRP had annual sales of CA$7.8 billion from over 130 countries and employed approximately 16,500 driven, resourceful people as of January 31, 2025.

www.brp.com

@BRPNews

Ski-Doo, Lynx, Sea-Doo, Can-Am, Rotax, Manitou, Quintrex, and the BRP logo are trademarks of Bombardier Recreational Products Inc. or its affiliates. All other trademarks are the property of their respective owners.

 

-30-


page 3

 

For media enquiries:    For investor relations:

Émilie Proulx

  

Philippe Deschênes

Media Relations

  

Investor Relations

media@brp.com   

Tel.: 450.532.6462

   philippe.deschenes@brp.com