BRP Inc. (TSX/NASDAQ: DOO) wins strong support for board, auditor and pay

Rhea-AI Filing Summary

BRP Inc. reports that shareholders overwhelmingly supported all management proposals at its annual meeting held on May 28, 2026. Every director nominee was elected, with individual support ranging from 92.85% to 99.96% of votes cast. PricewaterhouseCoopers LLP was reappointed as auditor with 99.85% of votes for. An advisory, non-binding resolution approving the Company’s approach to executive compensation also passed with 99.32% support. BRP confirmed updated board committee memberships effective May 28, 2026, and reiterates that it generated annual sales of CA$8.4 billion and employed close to 17,000 people across more than 110 countries as of January 31, 2026.

Key Figures

Say-on-pay votes for: 236,366,628 votes (99.32%) Say-on-pay votes against: 1,624,928 votes (0.68%) Auditor appointment votes for: 238,758,508 votes (99.85%) +5 more

8 metrics

Say-on-pay votes for 236,366,628 votes (99.32%) Advisory executive compensation resolution at May 28, 2026 meeting

Say-on-pay votes against 1,624,928 votes (0.68%) Advisory executive compensation resolution at May 28, 2026 meeting

Auditor appointment votes for 238,758,508 votes (99.85%) Appointment of PricewaterhouseCoopers LLP as auditor

Auditor votes withheld 366,712 votes (0.15%) Appointment of PricewaterhouseCoopers LLP as auditor

Highest director support 237,897,350 votes for (99.96%) Election of Ernesto M. Hernández as director

Lowest director support 220,969,381 votes for (92.85%) Election of Joshua Bekenstein as director

Annual sales CA$8.4 billion Annual sales from over 110 countries as of January 31, 2026

Employees Close to 17,000 employees Headcount as of January 31, 2026

Key Terms

Report on Voting Results, National Instrument 51-102, advisory non-binding resolution, executive compensation, +2 more

6 terms

Report on Voting Results regulatory

"Report on Voting Results pursuant to Section 11.3 of National Instrument 51-102"

National Instrument 51-102 regulatory

"Report on Voting Results pursuant to Section 11.3 of National Instrument 51-102"

National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.

advisory non-binding resolution financial

"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"

executive compensation financial

"adoption of an advisory non-binding resolution in respect of the Company’s approach to executive compensation"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

Audit Committee governance

"The table below reflects the composition of the Board committees as of May 28th, 2026… Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Lead independent director governance

"Barbara Samardzich (Lead independent director)"

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did BRP Inc. (DOO) shareholders approve at the May 28, 2026 meeting?

Shareholders approved all key items, including director elections, auditor appointment, and executive pay approach. All director nominees were elected, PricewaterhouseCoopers LLP was appointed auditor, and the advisory resolution on executive compensation received strong majority support.

How strong was support for BRP Inc. (DOO) director elections in 2026?

Support for BRP directors was very high, with each nominee receiving more than 92% of votes cast. Several directors, including Michael Ross and Ernesto M. Hernández, received approximately 99.96% support, indicating broad shareholder backing for the board’s composition.

What were the 2026 auditor appointment voting results for BRP Inc. (DOO)?

Shareholders voted to appoint PricewaterhouseCoopers LLP as BRP’s auditor, with 238,758,508 votes for and 366,712 votes withheld. This translated to 99.85% support and 0.15% withheld, signaling strong confidence in the external auditor choice.

How did BRP Inc. (DOO) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory non-binding resolution on BRP’s executive compensation approach. The resolution received 236,366,628 votes for, or 99.32%, and 1,624,928 votes against, or 0.68%, reflecting broad support for the compensation framework described in the proxy circular.

What is BRP Inc.’s (DOO) business scale and footprint as of January 31, 2026?

BRP reported annual sales of CA$8.4 billion from more than 110 countries and employed close to 17,000 people as of January 31, 2026. The company focuses on powersports products, powertrains, and related parts, accessories, and apparel.

Were there changes to BRP Inc. (DOO) board committees after the 2026 meeting?

Yes. BRP published an updated committee composition as of May 28, 2026. The table shows roles such as Michael Ross chairing the Audit Committee and Edward Philip chairing both the Human Resources and Compensation Committee and the Nominating, Governance and Social Responsibility Committee.

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 May, 2026

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 May 28, 2026
99.2		Press release of BRP Inc., dated May 28, 2026

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 and Corporate Services

Date: May 28, 2026

Exhibit 99.1

May 28, 2026 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 May 28, 2026 (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		222,107,703				93.33%				15,883,853				6.67%
Pierre Beaudoin		233,969,302				98.31%				4,022,255				1.69%
Joshua Bekenstein		220,969,381				92.85%				17,022,175				7.15%
Charles Bombardier		236,445,908				99.35%				1,545,648				0.65%

Nominee		Votes For				%				Votes Against				%
Ernesto M. Hernández		237,897,350				99.96%				94,206				0.04%
Katherine Kountze		237,896,874				99.96%				94,682				0.04%
Denis Le Vot		237,493,309				99.79%				498,249				0.21%
Nicholas Nomicos		237,597,506				99.83%				394,050				0.17%
Edward Philip		233,612,223				98.16%				4,379,332				1.84%
Michael Ross		237,896,408				99.96%				95,148				0.04%
Barbara Samardzich		237,815,332				99.93%				176,226				0.07%
Hildegard Maria Wortmann		237,568,826				99.82%				422,731				0.18%

2. Appointment of PricewaterhouseCoopers LLP as Auditor

A ballot was conducted with respect to the appointment of PricewaterhouseCoopers LLP as the Company’s auditor. According to proxies received and ballots cast, PricewaterhouseCoopers LLP was appointed as the Company’s auditor with the following results:

		Votes For		%		Votes Withheld		%
		238,758,508		99.85%		366,712		0.15%

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 (the “Circular”) dated April 22, 2026. According to proxies received and ballots cast, the advisory non-binding resolution was adopted with the following results:

		Votes For		%		Votes Against		%
		236,366,628		99.32%		1,624,928		0.68%

2

DATED this 28^th day of May, 2026.

BRP INC.

(s) Martin Langelier         

Martin Langelier

Chief Legal Officer and Corporate
Services

3

Exhibit 99.2

PRESS RELEASE For immediate distribution    

BRP Announces Elections of Directors and Board Committee

Composition

Valcourt, Quebec, May 28, 2026 – BRP Inc. (TSX/NASDAQ: DOO) (“BRP” or the “Company”) held earlier today its annual meeting of shareholders in a virtual format. The meeting was broadcast via live webcast and the recording will be available shortly on BRP’s website at www.brp.com.

At the meeting, all of the nominees for directors listed in the Company’s management proxy circular dated April 22, 2026, 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		222,107,703				93.33%				15,883,853				6.67%
Pierre Beaudoin		233,969,302				98.31%				4,022,255				1.69%
Joshua Bekenstein		220,969,381				92.85%				17,022,175				7.15%
Charles Bombardier		236,445,908				99.35%				1,545,648				0.65%
Ernesto M. Hernández		237,897,350				99.96%				94,206				0.04%
Katherine Kountze		237,896,874				99.96%				94,682				0.04%
Denis Le Vot		237,493,309				99.79%				498,249				0.21%
Nicholas Nomicos		237,597,506				99.83%				394,050				0.17%
Edward Philip		233,612,223				98.16%				4,379,332				1.84%
Michael Ross		237,896,408				99.96%				95,148				0.04%
Barbara Samardzich		237,815,332				99.93%				176,226				0.07%

Hildegard Maria Wortmann 237,568,826 99.82% 422,731 0.18%

Changes to the Board Committees

The table below reflects the composition of the Board committees as of May 28^th, 2026.

Directors

Audit   Committee

Human  Resources and  Compensation Committee

Investment and Risk Committee

Nominating, Governance and Social Responsibility Committee

Élaine Beaudoin

Member

Member

Pierre Beaudoin (Chair)

Joshua Bekenstein

Member

Member

Charles Bombardier

Member

Katherine Kountze

Member

Denis Le Vot

Ernesto M. Hernández

Member

Member

Nicholas Nomicos

Member

Member

Edward Philip

Chair

Chair

Michael Ross

Chair

Barbara Samardzich (Lead independent director)

Member

Chair

Hildegard Maria Wortmann

Member

Member

To learn more about BRP’s Board members, click here.

About BRP

BRP Inc. is a global leader in the world of powersports products and powertrains, built on over 80 years of ingenuity, innovation, 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, Quintrex boats as well as Rotax engines for karts, recreational aircraft and jet boats, BRP unlocks exhilarating adventures and provides access to experiences across different playgrounds. The Company completes its product lines with a dedicated parts, accessories and apparel portfolio to fully optimize the riding experience. Headquartered in Quebec, Canada, BRP had annual sales of CA$8.4 billion from over 110 countries and employed close to 17,000 driven, resourceful people as of January 31, 2026..

www.brp.com

LinkedIn

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Ski-Doo, Lynx, Sea-Doo, Can-Am, Rotax, 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.

^.-30-

For media enquiries:		For investor relations:
Emilie Proulx		Philippe Deschênes
Media Relations		Investor Relations
media@brp.com		philippe.deschenes@brp.com

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Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 35.5 KB
• EX-99.2 EX-99.2 61.2 KB