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): April 29, 2010
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 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On April 29, 2010, Polaris Industries Inc. (the “Company”) entered into an Amended and
Restated Rights Agreement with Wells Fargo Bank, National Association (fka Norwest Bank Minnesota,
N.A.), as rights agent (the “Amended and Restated Rights Agreement”). The principal purposes of
the Amended and Restated Rights Agreement are to (i) extend the Final Expiration Date of the Rights
from May 31, 2010 to April 29, 2020, (ii) expand the definition of “Beneficial Owner” to include
certain derivative securities relating to the Common Stock of the Company, (iii) increase the
Purchase Price for the Rights to $250.00 per share, and (iv) make certain other technical and
conforming changes that the Company determined were necessary or desirable.
The foregoing summary of the revisions reflected in the Amended and Restated Rights Agreement
does not purport to be complete and is qualified in its entirety by reference to the Amended and
Restated Rights Agreement, which is filed as Exhibit 4.1 hereto and is incorporated by reference
herein. All capitalized terms used but not otherwise defined herein have the meanings ascribed to
such terms in the Amended and Restated Rights Agreement.
Item 3.03 Material Modification to the Rights of Security Holders.
The disclosures set forth in Item 1.01 above are hereby incorporated by reference into this
Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 29, 2010, the Board of Directors of the Company approved an amendment and restatement
of the bylaws of the Company (the “Amended and Restated Bylaws”) to add Sections 1.13 and 2.14 to
(i) include an advance notice requirement for shareholder proposals or nominations of director
candidates, and (ii) require additional information regarding the proposing shareholder’s economic
interests in the Company, including interests in derivative securities, and information regarding
any person acting in concert with the proposing shareholder. A copy of Sections 1.13 and 2.14 of
the Company’s bylaws, as amended, is filed with this Form 8-K as Exhibit 3(b).
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on April 29, 2010. Proxies for matters to
be voted upon at the annual meeting were solicited pursuant to Regulation 14 under the Securities
Exchange Act of 1934, as amended. Two proposals were voted upon at the annual meeting. The
proposals are described in detail in the Company’s proxy statement filed with the Securities and
Exchange Commission on March 10, 2010. The final results for the votes regarding each proposal are
set forth below.
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The following nominees were elected as Class I members of the Board of Directors of the
Company for three-year terms ending in 2013: |
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