Polaris Inc

1. 1

   Election of three Class II directors for three-year terms ending in 2029

   ManagementBoard: FOR

   Elect three incumbent Class II directors (George W. Bilicic, Gary E. Hendrickson, Gwenne A. Henricks) to three-year terms ending in 2029.

2. 2

   Approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory (“Say-on-Pay”) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the CD&A, compensation tables, and related proxy disclosures.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation disclosure and the compensation paid to Named Executive Officers as described in the Compensation Discussion and Analysis and related tables. Management frames this as alignment with a pay-for-performance philosophy, explaining that the 2025 program emphasized retention and stability amid tariff-driven and economic headwinds by increasing time-based RSUs and stock options while deferring performance-based RSUs for 2025; the Compensation Committee also used Adjusted EBITDA as the primary AIP metric and adjusted pay components to reflect market competitiveness and retention needs. The board is seeking shareholder affirmation both to validate its approach to balancing retention and performance incentives and to reinforce engagement with investors after outreach that covered compensation design and governance. Key contextual points for evaluation include: the 2025 AIP payout (Adjusted EBITDA performance above target resulting in elevated payouts), the Compensation Committee’s temporary elimination of PRSUs in 2025 due to uncertainty, subsequent return to a mixed equity structure in 2026, and the Company’s prior Say-on-Pay result (72% support in 2025). Risks and controversies for sophisticated investors include whether shifting the long-term mix toward time-based awards in 2025 weakens pay-for-performance alignment, the adequacy of disclosure around discretion/committee adjustments, and whether shareholder engagement and the board’s willingness to act on feedback mitigate governance concerns. In assessing the proposal, an analyst should weigh the Committee’s retention rationale and recent grant practices against longer-term alignment metrics (ROIC, TSR, PRSU outcomes) and consider potential proxy-adviser scrutiny of increased use of time-based awards and any persistent misalignment between realized pay and long-term performance.

3. 3

   Adopt the Amended & Restated 2024 Polaris Inc. Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the amendment and restatement of the 2024 Omnibus Incentive Plan to add 4,580,000 new shares (creating a total reserve of 8,905,000 shares) and other technical updates, including a director compensation limit.

   More detail

   This management proposal requests shareholder approval to amend and restate the Company’s 2024 Omnibus Incentive Plan, principally to add 4,580,000 shares to the plan reserve (creating an aggregate reserve of 8,905,000 shares) and to adopt a director compensation limit, while retaining standard governance protections. Management argues the additional share capacity is necessary to continue grant practices that attract, retain and motivate employees and non-employee directors, and that equity is essential for aligning pay with long-term shareholder value and competitive recruiting. Important contextual metrics disclosed include current outstanding awards and available shares (showing an existing overhang of ~12.76%) and the Company’s estimate that the A&R 2024 Plan would increase total overhang to ~18.51% on a fully-diluted basis; management also cites a three-year average burn rate of 1.95%. The A&R 2024 Plan incorporates typical investor-friendly features (no repricing without shareholder approval, no discounted options except for limited substitute awards, minimum one-year vesting or performance periods, clawback and standard change-in-control protections), but it also meaningfully increases the share reserve — a focal point for investor scrutiny. Analysts should weigh the Company’s stated need (historical grant rates, competitive pressures, and director compensation program) against dilution concerns, proxy-advisor and institutional investor tolerance for the requested increase, and the quality of plan design (performance metrics, vesting, anti-dilution and forfeiture protections). Additional considerations include whether the Board’s modeling of share runway (~3 years at historical usage) is reasonable, how the plan’s fungible counting (one share for options, three-for-one for full-value awards) affects dilution economics, and whether disclosed limits (e.g., director compensation cap) and shareholder protections are sufficiently robust to mitigate governance risks. Overall, the proposal is a standard request for additional equity headroom that presents a tradeoff between retention/incentive utility and incremental shareholder dilution; institutional investors and governance teams will evaluate the incremental share request against grant practices, historical burn, pay-for-performance outcomes, and the plan’s anti-dilution and clawback features.

4. 4

   Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026

   ManagementBoard: FOR

   Ratification of the Audit Committee’s appointment of Ernst & Young LLP (EY) as Polaris’s independent registered public accounting firm for fiscal 2026.

Upcoming shareholder meetings at Polaris Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Polaris Inc 2026 annual meeting?

Polaris Inc (PII) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.

What is the record date for the Polaris Inc 2026 meeting?

The record date for the Polaris Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Polaris Inc's 2026 meeting?

The board is presenting 3 director nominees at the Polaris Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Polaris Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Polaris Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.