BRP Inc 6-K, filed Jun 2, 2023
BRP Inc. (DOO)
About this 6-K
BRP Inc filed this 6-K on June 2, 2023.
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, 2023
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.
| Exhibit No. |
Description | |
| 99.1 | Report on Voting Results of Annual Meeting of the Shareholders of BRP Inc., dated June 1, 2023 | |
| 99.2 | Press release of BRP Inc., dated June 1, 2023 | |
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 1, 2023
Exhibit 99.1
| June 1, 2023 | 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 1, 2023 (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 Against |
% | ||||
| Élaine Beaudoin |
281,093,825 | 99.43% | 1,614,458 | 0.57% | ||||
| Pierre Beaudoin |
270,113,810 | 95.55% | 12,594,472 | 4.45% | ||||
| Joshua Bekenstein |
264,414,129 | 93.53% | 18,294,153 | 6.47% | ||||
| José Boisjoli |
281,034,099 | 99.41% | 1,674,183 | 0.59% | ||||
| Charles Bombardier |
281,093,495 | 99.43% | 1,614,786 | 0.57% | ||||
| Ernesto M. Hernández |
282,621,322 | 99.97% | 86,960 | 0.03% | ||||
| Katherine Kountze |
282,621,749 | 99.97% | 86,534 | 0.03% | ||||
| Estelle Métayer |
282,144,893 | 99.80% | 563,388 | 0.20% | ||||
| Nominee | Votes For |
% | Votes Against |
% | ||||
| Nicholas Nomicos |
282,340,601 | 99.87% | 367,681 | 0.13% | ||||
| Edward Philip |
278,408,071 | 98.48% | 4,300,212 | 1.52% | ||||
| Michael Ross |
282,685,472 | 99.99% | 22,809 | 0.01% | ||||
| Barbara Samardzich |
282,508,883 | 99.93% | 199,400 | 0.07% | ||||
| 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 |
% | |||
| 282,518,120 | 99.76% | 669,193 | 0.24% | |||
| 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, 2023. According to proxies received and ballots cast, the advisory non-binding resolution was adopted with the following results:
| Votes For |
% | Votes Against |
% | |||
| 277,925,934 | 98.31% | 4,782,348 | 1.69% | |||
DATED this 1st day of June, 2023.
| BRP INC. |
| (s) Martin Langelier |
| Martin Langelier |
| Chief Legal Officer |
Exhibit 99.2
|
|
PRESS RELEASE For immediate distribution |
BRP ANNOUNCES ELECTION OF DIRECTORS AND BOARD
COMMITTEE COMPOSITION
Valcourt, Quebec, June 1, 2023 – BRP Inc. (TSX: DOO; NASDAQ: DOOO) (the “Company”) held earlier today its annual meeting of shareholders in a virtual format. The meeting was broadcasted via live webcast and the recording 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. Louis Laporte and thanked him for his many years of contribution to the success of the Company. Mr. Laporte has been a member of the Board of Directors since the inception of BRP in 2003 and he has been a member of the Investment and Risk Committee since the Company’s initial public offering. He also acted as Chairman of the Investment and Risk Committee for six of those ten years.
At the meeting, all of the nominees for directors listed in the Company’s management proxy circular dated April 27, 2023 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 For |
% | Votes Against |
% | ||||
| Élaine Beaudoin | 281,093,825 | 99.43% | 1,614,458 | 0.57% | ||||
| Pierre Beaudoin | 270,113,810 | 95.55% | 12,594,472 | 4.45% | ||||
| Joshua Bekenstein | 264,414,129 | 93.53% | 18,294,153 | 6.47% | ||||
| José Boisjoli | 281,034,099 | 99.41% | 1,674,183 | 0.59% | ||||
| Charles Bombardier | 281,093,495 | 99.43% | 1,614,786 | 0.57% | ||||
| Ernesto M. Hernández | 282,621,322 | 99.97% | 86,960 | 0.03% | ||||
| Katherine Kountze | 282,621,749 | 99.97% | 86,534 | 0.03% | ||||
| Estelle Métayer | 282,144,893 | 99.80% | 563,388 | 0.20% | ||||
| Nicholas Nomicos | 282,340,601 | 99.87% | 367,681 | 0.13% | ||||
| Edward Philip | 278,408,071 | 98.48% | 4,300,212 | 1.52% | ||||
| Michael Ross | 282,685,472 | 99.99% | 22,809 | 0.01% | ||||
| Barbara Samardzich | 282,508,883 | 99.93% | 199,400 | 0.07% | ||||
Page 2
Changes to the Board Committees
Mr. Nicholas Nomicos has joined the Investment and Risk Committee, replacing Mr. Laporte, while Mr. Michael Ross joined the Audit Committee. As a result of the foregoing changes, the composition of the Board committees is now as follows:
| 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 | ||||||
| Estelle Métayer |
Member | Member | ||||||
| Nicholas Nomicos |
Chair | Member | ||||||
| Edward Philip |
Chair | Chair | ||||||
| Michael Ross |
Member | |||||||
| Barbara Samardzich (Lead independent director) |
Member | Chair |
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.
About BRP
Page 3
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, Alumacraft and 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 and exploring new low voltage and human assisted product categories. Headquartered in Quebec, Canada, BRP has annual sales of CA$10 billion from over 130 countries and a global workforce of close to 23,000 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: | |
| Mélanie Montplaisir |
Philippe Deschênes | |
| Media Relations |
Investor Relations | |
| media@brp.com |
Tel.: 450.532.6462 | |
| philippe.deschenes@brp.com | ||