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
99.1 Press Release dated January 6, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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