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 20, 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 20, 2020, the Board of Directors of Brunswick Corporation (“Brunswick”) elected Reginald Fils-Aime to the Board of Directors, effective January 1, 2021. Mr. Fils-Aime has not been appointed to any committee of the Board of Directors at this time.

Mr. Fils-Aime’s compensation will be consistent with that provided to all Brunswick non-employee directors, as described in Brunswick's most recent proxy statement, filed with the Securities and Exchange Commission on March 20, 2020. There are not any transactions or relationships between Brunswick and Mr. Fils-Aime, therefore nothing is required to be disclosed pursuant to Item 404 of Regulation S-K. In addition, the Board has determined that Mr. Fils-Aime is independent for purposes of the listing standards of the New York Stock Exchange and Brunswick's Principles and Practices of the Board of Directors.

The news release announcing the election of Mr. Fils-Aime to the Brunswick Board of Directors 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 Elects Reggie Fils-Aimé to Board of Directors

METTAWA, Ill., October 26, 2020 – Brunswick Corporation (NYSE: BC) announced today that Reginald Fils-Aimé, former President and Chief Operating Officer for Nintendo of America, Inc., has been elected to its board of directors.

“We are excited to welcome Reggie to Brunswick’s board of directors,” said Manuel A. Fernandez, Brunswick Corporation Non-Executive Chairman of the Board. “As a highly respected and seasoned executive, Reggie’s experience in consumer-facing initiatives and digital technology will make him a valued addition to our strong and experienced board of directors. We look forward to benefiting from Reggie’s expertise as we continue to develop deeper relationships with our customers.”

Mr. Fils-Aimé retired in 2019 following over 15 years at Nintendo of America, Inc., including 13 years as its President and COO. He also served as an Executive Officer for its parent company Nintendo Co., Ltd. For over 35 years, Mr. Fils-Aimé has transformed companies, revitalized brands and reshaped various industries. In addition to Nintendo, Mr. Fils-Aimé spent time as the Senior Vice President of Marketing for MTV Networks’ VH1 cable channel and held leadership roles at a variety of global companies such as Procter & Gamble and Pizza Hut. Mr. Fils-Aimé graduated from Cornell University with a Bachelor of Science in Applied Economics and Management, and currently serves on the Cornell University Council.

Mr. Fils-Aimé currently serves as a director on the boards of Game Stop Corporation (NYSE: GME) and Spin Master Corporation (TOY.TO).

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, Heyday, 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.