Independent
Tenure on this board
9.4 yrs
3 nominees · 4 ballot items.
Election of three Class II directors; advisory approval of the compensation of Named Executive Officers (Say-on-Pay); adoption of the Amended & Restated 2024 Polaris Inc. Omnibus Incentive Plan (adds 4,580,000 shares and other updates); and ratification of Ernst & Young LLP as independent auditors for fiscal 2026.
Elect three incumbent Class II directors (George W. Bilicic, Gary E. Hendrickson, Gwenne A. Henricks) to three-year terms ending in 2029.
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.
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.
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.
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.
Ratification of the Audit Committee’s appointment of Ernst & Young LLP (EY) as Polaris’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.0% | 3,991,609 | $218M |
| 2 | Capital World Investors | 6.9% | 3,897,663 | $212M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.9% | 2,786,913 | $152M |
| 4 | STATE STREET CORP | 4.5% | 2,571,510 | $140M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 2,409,074 | $131M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 3.8% | 2,143,540 | $117M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.5% | 1,972,094 | $107M |
| 8 | BlackRock, Inc. | 3.3% | 1,860,490 | $101M |
| 9 | GOLDMAN SACHS GROUP INC | 2.8% | 1,590,786 | $87M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.5% | 1,429,793 | $78M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.