8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 26, 2020

BRUNSWICK CORPORATION

(Exact Name of Registrant Specified in Charter)

Registrant’s telephone number, including area code: (847) 735-4700

N/A

(Former Name or Former Address, if Changed Since Last Report)

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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2020, Manuel A. Fernandez gave notice of his intention to retire from the Board of Directors effective October 31, 2020. Mr. Fernandez's retirement was not due to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The news release announcing Mr. Fernandez's retirement is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits:

SIGNATURE

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

Document

Brunswick Corporation Announces Nancy Cooper as New Board Chair

METTAWA, Ill. (October 29, 2020): Brunswick Corporation (NYSE: BC) today announced that the Company’s Board of Directors has elected Nancy Cooper as its new non-executive Board Chair, effective November 1, 2020. Ms. Cooper succeeds Manuel A. Fernandez who has announced his intention to retire after more than 20 years of service to the Company.

Mr. Fernandez joined the Board in 1997 as an independent director and served as lead director prior to becoming non-executive Chair in 2019. Ms. Cooper, who has served as Chair of the Audit Committee and member of the Finance Committee during her seven-year tenure on the Brunswick Board of Directors, will be Brunswick’s first female Board Chair in its 175-year history. As part of its succession process, the Board of Directors also recently elected Reginald Fils-Aime to the Board. Mr. Fils-Aime will join the Board in January 2021, at which time the Board will re-establish its full complement of 10 members.

"I am thankful to have worked with an incredible management team and inspiring group of Board members,” said Mr. Fernandez. “Nancy’s appointment as the new Board Chair is indicative of the strength of our Board and is a result of our rigorous succession planning process. I am confident that Nancy’s experience, coupled with the strength of the Brunswick management team, will continue to position Brunswick to lead the marine industry and I look forward to watching Brunswick’s future success.”

Ms. Cooper was formerly Executive Vice President and Chief Financial Officer of software provider, CA Technologies. Prior to that she served in senior finance roles in several other large, technology-oriented public companies, including IBM. She currently serves on the boards of two other public companies: Aptiv PLC, a leader in vehicle architecture and technology to deliver smarter, safer mobility solutions, where she chairs the Audit Committee and is a member of the Innovation and Technology Committee; and the Mosaic Company.

“I am honored to be elected as the Brunswick Board Chair and thank the entire Board for its vote of confidence,” said Ms. Cooper. “This is an exciting time for Brunswick as we continue to successfully execute on our strategic plan as a marine focused Company. I want to thank Manny for his more than two decades of dedicated service to the Company and his outstanding leadership of our Board.”

About Brunswick

Headquartered in Mettawa, Ill., Brunswick Corporation’s leading consumer brands include Mercury Marine outboard engines; Mercury MerCruiser sterndrive and inboard packages; Mercury global parts and accessories including propellers and SmartCraft electronics; Power Products Integrated Solutions; MotorGuide trolling motors; Attwood, Garelick, and Whale marine parts; Land ’N’ Sea, BLA, Payne’s Marine, Kellogg Marine,

and Lankhorst Taselaar marine parts distribution; Mercury and Quicksilver parts and oils; Bayliner, Boston Whaler, Crestliner, Cypress Cay, Harris, Lowe, Lund, Princecraft, Quicksilver, Rayglass, Sea Ray, Thunder Jet and Uttern boats; Boating Services Network, Freedom Boat Club, NAUTIC-ON. For more information, visit https://www.brunswick.com.