COLM 8-K
Columbia Sportswear Co (COLM)
8-K
2024-01-10
For: 2024-01-09
View Original
Added on
April 12, 2026
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip code)
(503 ) 985-4000
(Registrant’s telephone number, including area code)
No Change
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 January 9, 2024, the Board of Directors (the “Board”) of Columbia Sportswear Company (the “Company”) appointed Charles Denson to the Board as an independent director, effective immediately. A copy of the press release announcing Mr. Denson’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Mr. Denson will also serve as a member of the Audit Committee.
There was no arrangement or understanding pursuant to which Mr. Denson was elected as a director.
In connection with Mr. Denson’s service as a director, he will be entitled to the Company’s customary compensatory arrangement for outside directors, including an annual retainer of $80,000 for Board service and an annual retainer of $10,000 for service on the Audit Committee. Mr. Denson will also be entitled to receive an annual equity award consisting of a grant of time-based restricted stock units valued at $160,000. One hundred percent of the shares of restricted stock units vest on May 1 following the date of grant. Mr. Denson may elect to receive equity compensation in lieu of all or half of the $80,000 annual Board service fee. Mr. Denson will also be entitled to a $3,500 Company merchandise allowance.
In addition, in connection with his service as a director prior to the Company's 2024 annual meeting of shareholders, Mr. Denson will receive a prorated portion of each of the annual retainer, the Audit 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 2024 annual meeting of shareholders.
There are no transactions between the Company and Mr. Denson 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 10, 2024. | |||||
| 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 10, 2024 | By: | /S/ PETER J. BRAGDON | ||||||
| Peter J. Bragdon | ||||||||
| Executive Vice President, Chief Administrative Officer and General Counsel | ||||||||
Exhibit 99.1
COLUMBIA SPORTSWEAR COMPANY APPOINTS CHARLES DENSON
TO ITS BOARD OF DIRECTORS
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 Charles Denson to serve as a director and member of its Audit Committee, effective January 9, 2024.
Mr. Denson is the Chairman of the Board of Directors of Funko, Inc. (Nasdaq: FNKO), where he has served as a director since its formation in 2017, in addition to serving as a director of FAH, LLC since 2016. Mr. Denson has served as the President and Chief Executive Officer of Anini Vista Advisors, an advisory and consulting firm, since 2014. From 1979 to 2014, Mr. Denson held various positions at NIKE, Inc., where he was appointed to several management roles, including President of the NIKE Brand, a position he held from 2001 to 2014.
“We are thrilled to have Charlie join our board of directors,” said Chairman, President and CEO, Tim Boyle. “Charlie is a veteran of the industry, having served as the President of the iconic NIKE Brand for 13 years. He will bring valuable product and marketing experience to 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 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
Vice President of Investor Relations and Strategic Planning
Columbia Sportswear Company
(503) 985-4112