6-K
BRP Inc. (DOO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2025
Commission File Number: 001-38648
BRP INC.
(Translation ofregistrant’s name into English)
726 Saint-Joseph Street
Valcourt, Quebec, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
EXHIBIT INDEX
Exhibits 99.1 and 99.2 to this report of a Foreign Private Issuer on Form 6-K are deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Report on Voting Results of Annual and Special Meeting of the Shareholders of BRP Inc., dated May 29, 2025 |
| 99.2 | Press release of BRP Inc., dated May 29, 2025 |
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, thereunto duly authorized.
| BRP Inc. | |
|---|---|
| By: | /s/ Martin Langelier |
| Name: | Martin Langelier |
| Title: | Chief Legal Officer and Corporate Services |
Date: May 29, 2025
EX-99.1
Exhibit 99.1
May 29, 2025 VIA SEDAR
| To: | British Columbia Securities Commission |
|---|
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Autorité des marchés financiers
Financial and Consumer Services Commission of New Brunswick
Nova Scotia Securities Commission
The Office of the Superintendent Securities, Prince Edward Island
Office of the Superintendent of Securities, Newfoundland & Labrador
Office of the Yukon Superintendent of Securities
Northwest Territories Securities Office
Nunavut Securities Office
| Re: | BRP Inc. |
|---|---|
| Report on Voting Results pursuant to Section 11.3 of National Instrument | |
| --- | |
| 51-102 - ContinuousDisclosure Obligations (“NI 51-102”) | |
| --- |
Following the annual meeting of the shareholders of BRP Inc. (the ”Company”) held on May 29, 2025 (the ”Meeting”), we hereby advise you, in accordance with Section 11.3 of NI 51-102, of the following voting results obtained at the Meeting.
| 1. | Election of Directors |
|---|
A ballot was conducted with respect to the election of directors. According to proxies received and ballots cast, all nominees proposed by management of the Company were elected as directors of the Company, with the following results:
| Nominee | VotesFor | % | VotesAgainst | % |
|---|---|---|---|---|
| Élaine Beaudoin | 258,493,135 | 99.63% | 952,828 | 0.37% |
| Pierre Beaudoin | 242,105,878 | 93.32% | 17,340,085 | 6.68% |
| Joshua Bekenstein | 242,166,488 | 93.34% | 17,279,475 | 6.66% |
| José Boisjoli | 258,362,681 | 99.58% | 1,083,281 | 0.42% |
| Charles Bombardier | 258,469,371 | 99.62% | 976,591 | 0.38% |
| Ernesto M. Hernández | 259,150,950 | 99.89% | 295,013 | 0.11% |
| Katherine Kountze | 259,174,234 | 99.90% | 271,730 | 0.10% |
| Nicholas Nomicos | 259,055,372 | 99.85% | 390,591 | 0.15% |
| Nominee | VotesFor | % | VotesAgainst | % |
| --- | --- | --- | --- | --- |
| Edward Philip | 256,483,186 | 98.86% | 2,962,776 | 1.14% |
| Michael Ross | 259,036,378 | 99.84% | 409,585 | 0.16% |
| Barbara Samardzich | 257,611,248 | 99.29% | 1,834,715 | 0.71% |
| Hildegard Maria Wortmann (effective as of July 1st, 2025) | 259,412,106 | 99.99% | 33,858 | 0.01% |
| 2. | Appointment of Deloitte LLP as Auditor | |||
| --- | --- |
A ballot was conducted with respect to the appointment of Deloitte LLP as the Company’s auditor. According to proxies received and ballots cast, Deloitte LLP was appointed as the Company’s auditor with the following results:
| VotesFor | % | VotesWithheld | % |
|---|---|---|---|
| 259,425,941 | 99.86% | 365,536 | 0.14% |
| 3. | Adoption of the advisory non-binding resolution on the Company’s approachto executive compensation | ||
| --- | --- |
A ballot was conducted with respect to the adoption of an advisory non-binding resolution in respect of the Company’s approach to executive compensation, as more particularly described in the Management Proxy Circular (the “Circular”) dated April 23, 2025. According to proxies received and ballots cast, the advisory non-binding resolution was adopted with the following results:
| VotesFor | % | VotesAgainst | % |
|---|---|---|---|
| 258,304,465 | 99.56% | 1,141,498 | 0.44% |
| 4. | Vote on the adoption of LTI Resolution | ||
| --- | --- |
A ballot was conducted with respect to the adoption of an ordinary resolution of Disinterested Shareholders (as defined in the Circular) in respect of the Special LTI Program (as defined in the Circular), as more particularly described in the Circular. According to proxies received and ballots cast, the ordinary resolution was adopted with the following results:
| VotesFor | % | VotesAgainst | % |
|---|---|---|---|
| 242,460,595 | 93.45% | 16,985,367 | 6.55% |
DATED this 29^th^ day of May, 2025.
| BRP INC. |
|---|
| (s) Martin Langelier |
| Martin Langelier |
| Chief Legal Officer and Corporate Services |
EX-99.2
Exhibit 99.2
| PRESS RELEASE<br><br><br>For immediate distribution |
|---|
BRP ANNOUNCES ELECTION OF DIRECTORS AND BOARD
COMMITTEE COMPOSITION
Valcourt, Quebec,May 29, 2025 – BRP Inc. (TSX: DOO; NASDAQ: DOOO) (the “Company”) held earlier today its annual and special meeting of shareholders in a virtual format. The meeting was broadcast via live webcast and the recording will be available shortly on BRP’s website at www.brp.com.
At the meeting, all of the nominees for directors listed in the Company’s management proxy circular dated April 23, 2025, were elected by a majority of the votes cast by shareholders present or represented by proxy. Voting results for each nominee were as follows:
| Nominee | Votes<br><br><br>For | % | Votes<br><br><br>Against | % |
|---|---|---|---|---|
| Élaine Beaudoin | 258,493,135 | 99.63% | 952,828 | 0.37% |
| Pierre Beaudoin | 242,105,878 | 93.32% | 17,340,085 | 6.68% |
| Joshua Bekenstein | 242,166,488 | 93.34% | 17,279,475 | 6.66% |
| José Boisjoli | 258,362,681 | 99.58% | 1,083,281 | 0.42% |
| Charles Bombardier | 258,469,371 | 99.62% | 976,591 | 0.38% |
| Ernesto M. Hernández | 259,150,950 | 99.89% | 295,013 | 0.11% |
| Katherine Kountze | 259,174,234 | 99.90% | 271,730 | 0.10% |
| Nicholas Nomicos | 259,055,372 | 99.85% | 390,591 | 0.15% |
| Edward Philip | 256,483,186 | 98.86% | 2,962,776 | 1.14% |
| Michael Ross | 259,036,378 | 99.84% | 409,585 | 0.16% |
| Barbara Samardzich | 257,611,248 | 99.29% | 1,834,715 | 0.71% |
| Hildegard Maria Wortmann (effective as of July 1^st^,<br>2025) | 259,412,106 | 99.99% | 33,858 | 0.01% |
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Changes to the Board Committees
The table below reflects the composition of the Board committees as of May 29^th^, 2025, except for Ms. Hildegard Maria Wortmann who will join the Audit Committee and the Nominating, Governance and Social Responsibility Committee effective as of July 1^st^, 2025.
| Directors | AuditCommittee | HumanResources andCompensationCommittee | Investmentand RiskCommittee | Nominating,Governanceand SocialResponsibilityCommittee | ||||
|---|---|---|---|---|---|---|---|---|
| Élaine Beaudoin | ||||||||
| Pierre<br>Beaudoin | Member | Member | ||||||
| Joshua<br>Bekenstein | Member | Member | ||||||
| José<br>Boisjoli (Chair) | Member | |||||||
| Charles<br>Bombardier | Member | |||||||
| Katherine<br>Kountze | Member | |||||||
| Ernesto M.<br>Hernández | Member | Member | ||||||
| Nicholas<br>Nomicos | Member | Member | ||||||
| Edward<br>Philip | Chair | Chair | ||||||
| Michael<br>Ross | Chair | |||||||
| Barbara<br>Samardzich<br> <br>(Lead independent director) | Member | Chair | ||||||
| Hildegard Maria<br>Wortmann<br> <br>(effective as of July 1^st^, 2025) | Member | Member |
To learn more about BRP’s Board members, click here.
About BRP
BRP Inc. is a global leader in the world of powersports products, propulsion systems and boats built on over 80 years of ingenuity and intensive consumer focus. Through its portfolio of industry-leading and distinctive brands featuring Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft and pontoons, Can-Am on and off-road vehicles, Quintrex boats, Manitou pontoons and Rotax marine propulsion systems as well as Rotax engines for karts and recreational aircraft, BRP unlocks exhilarating adventures and provides access to experiences across different playgrounds. The Company completes its lines of products with a dedicated parts, accessories and apparel portfolio to fully optimize the riding experience. Committed to growing responsibly, BRP is developing electric models for its existing product lines. Headquartered in Quebec, Canada, BRP had annual sales of CA$7.8 billion from over 130 countries and employed approximately 16,500 driven, resourceful people as of January 31, 2025.
www.brp.com
@BRPNews
Ski-Doo, Lynx, Sea-Doo, Can-Am, Rotax, Manitou, Quintrex, and the BRP logo are trademarks of Bombardier Recreational Products Inc. or its affiliates. All other trademarks are the property of their respective owners.
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| For media enquiries: | For investor relations: |
|---|---|
| Émilie Proulx | Philippe Deschênes |
| Media Relations | Investor Relations |
| [email protected] | Tel.: 450.532.6462 |
| [email protected] |