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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): January 18, 2007
POLARIS INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
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| Minnesota
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1-11411
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41-1790959 |
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
2100 Highway 55
Medina, Minnesota 55340
(Address of principal executive offices)
(Zip Code)
(763) 542-0500
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2007, Polaris Industries Inc. (the “Company”) announced that it had renewed and
extended the Employment Agreement of Thomas C. Tiller, Chief Executive Officer of the Company (the
“Employment Agreement”). The Employment Agreement, dated as of January 18, 2007, replaces and
supersedes an employment agreement between the Company and Mr. Tiller dated as of February 20,
2006. The new Employment Agreement extends the term of Mr. Tiller’s employment through December
31, 2008. The Company has agreed to provide Mr. Tiller with a stock option grant and performance
restricted share award in connection with the Employment Agreement, as described in more detail
below. Other terms and conditions of Mr. Tiller’s employment remain unchanged.
Pursuant to the Employment Agreement, the Company has agreed to provide Mr. Tiller:
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(i) |
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a base salary in the amount of $750,000; |
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(ii) |
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an opportunity to earn an annual bonus based upon participation in the
Company’s performance-based Senior Executive Annual Incentive Compensation Plan; |
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(iii) |
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a stock option to purchase 192,000 shares of the Company’s common stock, to be
granted on January 29, 2007, at the fair market value of such stock on the date of
grant, subject to the terms of the Company’s 1995 Stock Option Plan; |
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(iv) |
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a performance restricted share award for 40,000 shares of the Company’s common
stock, to be granted on January 29, 2007, subject to the terms of the Company’s
Restricted Stock Plan; and |
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(v) |
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the opportunity to participate in the Company’s benefit programs and receive
the perquisites made available by the Company to its executive officers, including
without limitation, medical, dental and life insurance coverage, financial planning and
tax preparation services, 401(k) retirement savings plan and Supplemental Executive
Retirement Plan and a country club membership. |
The Employment Agreement also contains various agreements on the part of Mr. Tiller regarding
competitive activities and proprietary information.
The description of the terms of the Employment Agreement is qualified in its entirety by
reference to the Employment Agreement, which is attached hereto as Exhibit 10.q and incorporated
herein by this reference.
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Item 7.01 Regulation FD Disclosure.
A copy of the news release relating to the Company’s renewal and extension of the employment
agreement with Mr. Tiller, as described in Item 1.01 above, is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
The information contained in this report is furnished and not deemed to be filed for purposes
of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information in this Current Report shall not be incorporated by
reference into any filing or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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10.q |
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Employment Agreement between the Company and Thomas C. Tiller dated
January 18, 2007. |
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99.1 |
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News release dated January 18, 2007. |
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SIGNATURE
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.
Date: January 18, 2007
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POLARIS INDUSTRIES INC. |
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/s/Michael W. Malone
Michael W. Malone
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Vice President – Finance, |
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Chief Financial Officer and |
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Secretary of Polaris Industries Inc. |
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EXHIBIT INDEX
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| Exhibit No. |
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Description |
10.q
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Employment Agreement between the Company and Thomas C. Tiller
dated January 18, 2007. |
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99.1
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News release dated January 18, 2007. |
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