Columbia Sportswear Co 8-K, filed Jan 6, 2021
Columbia Sportswear Co (COLM)
8-K
2021-01-06
For: 2021-01-05
View Original
Added on
April 12, 2026
About this 8-K
Columbia Sportswear Co filed this 8-K on January 6, 2021, reporting on events of January 5, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
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Emerging growth company ☐
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On January 5, 2021, the Board of Directors (the “Board”) of Columbia Sportswear Company (the “Company”) appointed John Culver to the Board as an independent director, effective immediately. A copy of the press release announcing Mr. Culver’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Mr. Culver will also serve as a member of the Compensation Committee.
There was no arrangement or understanding pursuant to which Mr. Culver was elected as a director.
In connection with Mr. Culver’s service as a director, he will be entitled to the Company’s customary compensatory arrangement for outside directors, including an annual retainer of $70,000 for Board service and an annual retainer of $10,000 for service on the Compensation Committee. Mr. Culver will also be entitled to receive an annual equity award comprising a stock option grant valued at $70,000 and a grant of time-based restricted stock units valued at $70,000. One hundred percent of the stock option becomes exercisable and one hundred percent of the shares of restricted stock units vest on May 1 following the date of grant (the “Vest Date”). Mr. Culver may elect to receive equity compensation in lieu of all or half of the $70,000 annual Board service fee, and he may elect how he wishes to allocate this amount between stock options and restricted stock unit awards that vest in full on the Vest Date.
In addition, in connection with his service as a director prior to the Company's 2021 annual meeting of shareholders, Mr. Culver will receive a prorated portion of each of the annual retainer, the Compensation Committee retainer, the annual equity award, and reasonable out-of-pocket expenses incurred in attending any Board or committee meetings that take place prior to the 2021 annual meeting of shareholders.
There are no transactions between the Company and Mr. Culver that would be required to be reported under Item 404(a) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Press Release dated January 6, 2021. | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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.
| COLUMBIA SPORTSWEAR COMPANY | ||||||||
Dated: January 6, 2021 | By: | /S/ PETER J. BRAGDON | ||||||
| Peter J. Bragdon | ||||||||
| Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | ||||||||
Exhibit 99.1
COLUMBIA SPORTSWEAR COMPANY APPOINTS JOHN CULVER, LEADER OF INTERNATIONAL GROWTH AT STARBUCKS CORP., TO ITS BOARD OF DIRECTORS
Portland, Ore. — Columbia Sportswear Company (Nasdaq: COLM), a global leader in designing, sourcing, marketing, and distributing outdoor, active and everyday lifestyle apparel, footwear, accessories, and equipment products, today announced that its board of directors appointed John Culver to serve as a director and member of its Compensation Committee, effective January 5, 2021.
Mr. Culver currently serves as Starbucks Corp. (Nasdaq: SBUX) group president of International, Channel Development and Global Coffee, Tea and Cocoa, and is a member of the Starbucks executive leadership team. He has responsibility for leading Starbucks retail growth and operations in 60 markets across China, Asia Pacific, Europe, Middle East and Africa (EMEA) and growth for the Global Channel Development business which includes Consumer Packaged Goods (CPG), Foodservice and Evolution Fresh. Mr. Culver also has the additional responsibility of leading the growth and development of Starbucks coffee, tea and cocoa businesses.
Mr. Culver serves on the board of directors and audit committee of Kimberly-Clark (NYSE: KMB) and is a director of The Mission Continues, a national, nonpartisan nonprofit that empowers veterans to continue their service, leveraging their talent and skills to generate visible impact for communities. He has a B.S. in Business Administration from Florida State University.
“We are thrilled to have John join our board of directors,” said Chairman, President and CEO, Tim Boyle. “John has been instrumental in driving international growth in various markets at Starbucks for almost twenty years and we are excited for him to bring that knowledge and expertise to our board of directors as we continue to focus on unlocking our international omni-channel growth opportunities. Mr. Culver also brings a deep understanding of the consumer and consumer trends, including the digital transformation, which we hope to leverage during his service on the Board.”
About Columbia Sportswear Company
Columbia Sportswear Company has assembled a portfolio of brands for active lives, making it a leader in the global active outdoor lifestyle apparel, footwear, accessories, and equipment industry. Founded in 1938 in Portland, Oregon, the Company's brands are today sold in approximately 90 countries. In addition to the Columbia® brand, Columbia Sportswear Company also owns the Mountain Hardwear®, SOREL® and prAna® brands. To learn more, please visit the Company's websites at www.columbia.com, www.mountainhardwear.com, www.sorel.com, and www.prana.com.
Contact:
Andrew Burns, CFA
Director of Investor Relations and Competitive Intelligence
Columbia Sportswear Company
(503) 985-4112
aburns@columbia.com