BRP Inc 6-K, filed Jun 3, 2022
BRP Inc. (DOO)
About this 6-K
BRP Inc filed this 6-K on June 3, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2022
Commission File Number: 001-38648
BRP INC.
(Translation of registrant’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.
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 | |
Date: June 3, 2022
Exhibit 99.1
| June 3, 2022 | 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 - Continuous Disclosure Obligations (“NI 51-102”) | |
Following the annual meeting of the shareholders of BRP Inc. (the ”Company”) held on June 3, 2022 (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 | Votes For |
% | Votes Withheld |
% | ||||||
| Pierre Beaudoin |
277,711,128 | 96.71% | 9,446,848 | 3.29% | ||||||
| Joshua Bekenstein |
271,160,966 | 94.43% | 15,997,010 | 5.57% | ||||||
| José Boisjoli |
284,298,784 | 99.00% | 2,859,192 | 1.00% | ||||||
| Charles Bombardier |
285,648,186 | 99.47% | 1,509,790 | 0.53% | ||||||
| Ernesto M. Hernández |
286,976,378 | 99.94% | 181,598 | 0.06% | ||||||
| Katherine Kountze |
286,976,873 | 99.94% | 181,103 | 0.06% | ||||||
| Louis Laporte |
285,649,838 | 99.47% | 1,508,137 | 0.53% | ||||||
| Estelle Métayer |
286,976,679 | 99.94% | 181,296 | 0.06% | ||||||
| Nominee | Votes For |
% | Votes Withheld |
% | ||||||
| Nicholas Nomicos |
286,864,558 | 99.90% | 293,418 | 0.10% | ||||||
| Edward Philip |
269,963,063 | 94.01% | 17,194,913 | 5.99% | ||||||
| Barbara Samardzich |
285,416,011 | 99.39% | 1,741,964 | 0.61% | ||||||
| 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:
| Votes For |
% | Votes Withheld |
% | |||||
| 287,238,120 | 99.86% | 390,106 | 0.14% |
| 3. | Adoption of the advisory non-binding resolution on the Company’s approach to 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 dated April 27, 2022. According to proxies received and ballots cast, the advisory non-binding resolution was adopted with the following results:
| Votes For |
% | Votes Against |
% | |||||
| 283,574,600 | 98.75% | 3,583,376 |
1.25% |
DATED this 3rd day of June, 2022.
| BRP INC. |
| /s/ Martin Langelier |
| Martin Langelier |
| Chief Legal Officer |
| Exhibit 99.2
|
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PRESS RELEASE For immediate distribution |
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BRP ANNOUNCES ELECTION OF DIRECTORS AND BOARD COMMITTEE COMPOSITION
Valcourt, Quebec, June 3, 2022 – BRP Inc. (TSX: DOO; NASDAQ: DOOO) held earlier today its annual meeting of shareholders in a virtual-only format. The meeting was broadcasted via live webcast. The webcast will be available shortly on BRP’s website at www.brp.com.
During the meeting, the Company acknowledged the departure from the Board of Directors of Mr. Michael Hanley and thanked him for his many years of contribution to the success of the Company. Mr. Hanley sat on the Board of Directors of BRP for the last ten years, nine years as Chairman of its Audit Committee and three years as Lead Independent Director.
At the meeting, all of the nominees for directors listed in the Company’s management proxy circular dated April 27, 2022 were elected by a majority of the votes cast by shareholders present or represented by proxy. Voting results for each nominee were as follows:
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| Nominee | Votes For |
% | Votes Withheld |
% |
| |||||||
| Pierre Beaudoin |
277,711,128 | 96.71% | 9,446,848 | 3.29% | ||||||||
| Joshua Bekenstein |
271,160,966 |
94.43% | 15,997,010 | 5.57% | ||||||||
| José Boisjoli |
284,298,784 |
99.00% | 2,859,192 | 1.00% | ||||||||
| Charles Bombardier |
285,648,186 | 99.47% | 1,509,790 | 0.53% | ||||||||
| Ernesto M. Hernández |
286,976,378 | 99.94% | 181,598 | 0.06% | ||||||||
| Katherine Kountze |
286,976,873 | 99.94% | 181,103 | 0.06% | ||||||||
| Louis Laporte |
285,649,838 | 99.47% | 1,508,137 | 0.53% | ||||||||
| Estelle Métayer |
286,976,679 | 99.94% | 181,296 | 0.06% | ||||||||
| Nicholas Nomicos |
286,864,558 | 99.90% | 293,418 | 0.10% | ||||||||
| Edward Philip |
269,963,063 | 94.01% | 17,194,913 | 5.99% | ||||||||
| Barbara Samardzich |
285,416,011 | 99.39% | 1,741,964 | 0.61% | ||||||||
| Page 2
Changes to the Board Committees
Mrs. Barbara Samardzich was appointed as Lead Director of BRP to replace Mr. Hanley, and Mrs. Samardzich ceased to be a member of the Nominating, Governance and Social Responsibility Committee. Mrs. Estelle Métayer joined the Nominating, Governance and Social Responsibility Committee, while Nicholas Nomicos became Chairman of the Audit Committee and Mr. Ernesto M. Hernández joined the Audit Committee. As a result of the foregoing changes, the composition of the Board committees is now as follows:
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| Directors |
Audit Committee |
Human Resources & Compensation Committee |
Investment and Risk Committee |
Nominating, Governance and Social Responsibility Committee | ||||||
| Pierre Beaudoin |
Member | Member | ||||||||
| Joshua Bekenstein |
Member | Member | ||||||||
| José Boisjoli (Chair) |
Member | |||||||||
| Charles Bombardier |
Member | |||||||||
| Katherine Kountze |
Member | |||||||||
| Ernesto M. Hernández |
Member | Member | ||||||||
| Louis Laporte |
Member | |||||||||
| Estelle Métayer |
Member | Member | ||||||||
| Nicholas Nomicos |
Chair | |||||||||
| Edward Philip |
Chair | Chair | ||||||||
|
Barbara Samardzich (Lead independent director) |
Member | Chair | ||||||||
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To learn more about BRP’s Board members, click here.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS Certain statements included in this press release are “forward-looking statements” within the meaning of Canadian and United States securities laws, including statements that are not historical facts. Forward-looking statements are typically identified by the use of terminology such as “may”, “will”, “would”, “should”, “could”, “expects”, “forecasts”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “outlook”, “predicts”, “projects”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases. Forward-looking statements, by their very nature, involve inherent risks and uncertainties and are based on a number of assumptions, and are subject to important risks and uncertainties, both general and specific, made by the Company in light of its experience and perception of historical trends. Forward-looking statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Forward-looking statements are subject to numerous factors, many of which are beyond BRP’s control, including the risk factors disclosed previously and from time to time in BRP’s filings with the securities regulatory authorities in each of the provinces and territories of Canada and the United States, available on SEDAR at sedar.com or EDGAR at sec.gov, respectively. The forward-looking statements contained in this press release represent BRP’s expectations as of the date of this press release (or as of the date they are otherwise stated to be made), and are subject to change after such date. However, BRP disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
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About BRP We are a global leader in the world of powersports products, propulsion systems and boats built on 80 years of ingenuity and intensive consumer focus. Our portfolio of industry-leading and distinctive products includes Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft and pontoons, Can-Am on and off-road vehicles, Alumacraft and Quintrex boats, Manitou pontoons and Rotax marine propulsion systems as well as Rotax engines for karts and recreational aircraft. We complete our lines of products with a dedicated parts, accessories and apparel portfolio to fully enhance the riding experience. With annual sales of CA$7.6 billion from over 120 countries, our global workforce includes close to 20,000 driven, resourceful people.
www.brp.com @BRPNews
Ski-Doo, Lynx, Sea-Doo, Can-Am, Rotax, Alumacraft, 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: | |||||||||||
|
Biliana Necheva |
Philippe Deschênes | |||||||||||
| Media Relations | Investor Relations | |||||||||||
| media@brp.com | Tel.: 450.532.6462 | |||||||||||
| philippe.deschenes@brp.com | ||||||||||||