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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): August 23, 2024
 vistaoutdoora07a06.jpg
 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
55303
(Address of Principal Executive Offices)
(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 ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01VSTONew 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 5.07. Submission of Matters to a Vote of Security Holders.

On August 23, 2024, Vista Outdoor Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). On July 1, 2024, the record date for the Annual Meeting, there were 58,363,474 shares of Company common stock outstanding, of which 51,412,017 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, Gerard Gibbons, Bruce E. Grooms, Gary L. McArthur, Eric C. Nyman, Michael D. Robinson, Robert M. Tarola, Lynn M. Utter, and Jason R. Vanderbrink to the Company’s board of directors for terms expiring at the Company’s 2025 annual meeting of stockholders;
b.on an advisory basis, the fiscal year 2024 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, 2025.

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 43,272,9301,565,723638,9345,934,430
Gerard Gibbons38,780,1915,995,572701,8245,934,430
Bruce E. Grooms44,463,757372,410641,4205,934,430
Gary L. McArthur43,386,0941,451,156640,3375,934,430
Eric C. Nyman44,352,589486,139638,8595,934,430
Michael D. Robinson43,236,3491,600,857640,3815,934,430
Robert M. Tarola44,296,126536,660644,8015,934,430
Lynn M. Utter44,152,817684,453640,3175,934,430
Jason R. Vanderbrink44,195,586642,005639,9965,934,430
Votes For
Against
Abstain
Broker Non-Votes
(2) Advisory Vote on 2024 Named Executive Officer Compensation
43,111,9602,165,876199,7515,934,430
Votes For
Against
Abstain
Broker Non-Votes
(3) Ratification of the Appointment of Deloitte & Touche LLP for the fiscal year ending March 31, 2025
50,965,088359,81487,115
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.

        
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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:Jung Choi
Name:/s/ Jung Choi
Title:Co-General Counsel & Secretary
   
  
Date:August 23, 2024  

2
v3.24.2.u1
Cover Page
Aug. 23, 2024
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name Vista Outdoor Inc
Entity Incorporation, State or Country Code DE
Entity File Number 001-36597
Entity Tax Identification Number 47-1016855
Entity Address, Address Line One 1 Vista Way
Entity Address, City or Town Anoka
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55303
City Area Code 763
Local Phone Number 433-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $.01
Trading Symbol VSTO
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001616318
Amendment Flag false
Document Period End Date Aug. 23, 2024
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