Polaris Inc. (PII) stockholders approve larger 2024 incentive plan and elect directors

Rhea-AI Filing Summary

Polaris Inc. reported the results of its 2026 Annual Meeting of Stockholders held on April 30, 2026. Stockholders approved an amendment and restatement of the Polaris Inc. 2024 Omnibus Incentive Plan, increasing the total shares available under the plan by 4,580,000 shares to 8,905,000 shares.

Three Class II directors — George W. Bilicic, Gary E. Hendrickson and Gwenne A. Henricks — were elected to three-year terms ending in 2029. Stockholders approved, on a non-binding advisory basis, the compensation of named executive officers and approved adoption of the amended and restated Omnibus Incentive Plan. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Additional plan shares: 4,580,000 shares Total plan share pool: 8,905,000 shares Prior plan share pool: 4,325,000 shares +5 more

8 metrics

Additional plan shares 4,580,000 shares Increase to Polaris Inc. 2024 Omnibus Incentive Plan pool

Total plan share pool 8,905,000 shares Maximum shares issuable under 2024 Omnibus Incentive Plan after amendment

Prior plan share pool 4,325,000 shares Maximum shares issuable under plan before amendment

Shares outstanding 56,615,893 shares Common stock outstanding on March 9, 2026 record date

Shares voted 51,080,000 shares Shares voted at April 30, 2026 Annual Meeting

Say-on-pay For votes 39,166,733 votes Advisory vote approving named executive officer compensation

Incentive plan For votes 37,055,736 votes Vote to adopt Amended and Restated 2024 Omnibus Incentive Plan

Auditor ratification For votes 49,407,749 votes Ratification of Ernst & Young LLP for fiscal 2026

Key Terms

Omnibus Incentive Plan, non-binding advisory vote, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Omnibus Incentive Plan financial

"approved an amendment and restatement of the Polaris Inc. 2024 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

non-binding advisory vote financial

"The compensation of the Company’s named executive officers was approved in a non-binding advisory vote"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes financial

"the votes used to determine the results for each proposal under the applicable voting standard ... including the treatment and effect of abstentions and broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026 was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"On April 30, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Polaris Inc."

Understanding 8-K Material Events →

0000931015false00009310152026-04-302026-04-30

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

April 30, 2026

Date of Report (date of earliest event reported)

POLARIS INC.

(Exact name of registrant as specified in its charter)

Delaware

1-11411

41-1790959

(State or other jurisdiction of incorporation)

(Commission File Number)

(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

N/A

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $.01 par value per share			PII			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Polaris Inc. (the “Company”), the Company’s stockholders, upon the recommendation of the Board of Directors of the Company, approved an amendment and restatement of the Polaris Inc. 2024 Omnibus Incentive Plan (the “Plan”) that increased the aggregate number of shares of the Company's stock that may be issued under the Plan by 4,580,000 shares, from 4,325,000 shares to 8,905,000 shares. The foregoing description of the Plan, as amended and restated, is qualified in its entirety by reference to the full text of the Plan, a copy of which has been filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 30, 2026, the Company held the Annual Meeting. 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. Four proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Company's Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 17, 2026 (the "Proxy Statement"). Of the 56,615,893 shares of common stock outstanding on the record date of March 9, 2026, 51,080,000 shares were voted at the Annual Meeting. The final voting results and the votes used to determine the results for each proposal under the applicable voting standard (as disclosed in the Proxy Statement, including the treatment and effect of abstentions and broker non-votes) are set forth below.

1.The following nominees were elected as Class II members of the Board of Directors of the Company for three-year terms ending in 2029:

Name			For			Against			Abstain			Broker Non-Votes
George W. Bilicic			39,035,129			4,433,140			292,122			7,319,609
Gary E. Hendrickson			39,057,930			4,405,823			296,638			7,319,609
Gwenne A. Henricks			41,261,458			2,197,635			301,298			7,319,609

The terms of the following directors continued after the Annual Meeting: Darryl R. Jackson, Bernd F. Kessler, Lawrence D. Kingsley, Gwynne E. Shotwell, Michael T. Speetzen, and John P. Wiehoff.

2.The compensation of the Company’s named executive officers was approved in a non-binding advisory vote:

For			Against			Abstain			Broker Non-Votes
39,166,733			4,275,833			317,825			7,319,609

3.The adoption of the Amended and Restated Polaris Inc. 2024 Omnibus Incentive Plan was approved:

For			Against			Abstain			Broker Non-Votes
37,055,736			6,446,556			258,099			7,319,609

4.The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026 was ratified:

For			Against			Abstain
49,407,749			1,320,850			351,401

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Exhibit
10.1						Amended and Restated Polaris Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company's Proxy Statement for the 2026 Annual Meeting of Stockholders filed on March 17, 2026)
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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:			May 1, 2026
						POLARIS INC.
						/s/ Matthew S. Winings
						Matthew S. Winings
						Senior Vice President—General Counsel and Corporate Secretary

FAQ

What equity plan change did Polaris Inc. (PII) stockholders approve?

Polaris stockholders approved an amended and restated 2024 Omnibus Incentive Plan that raises the share pool. The maximum number of company shares issuable under the plan increased by 4,580,000, moving from 4,325,000 shares to a total of 8,905,000 shares.

Which directors were elected at Polaris Inc.’s 2026 Annual Meeting?

Stockholders elected three Class II directors to three-year terms ending in 2029. The elected directors are George W. Bilicic, Gary E. Hendrickson, and Gwenne A. Henricks, each receiving more votes “For” than “Against” based on the meeting tallies disclosed.

How many Polaris Inc. (PII) shares were outstanding and voted at the meeting?

Polaris reported 56,615,893 common shares outstanding on the March 9, 2026 record date. At the April 30, 2026 Annual Meeting, 51,080,000 shares were voted, reflecting strong participation in decisions on directors, compensation, the incentive plan, and the auditor ratification.

Did Polaris Inc. stockholders approve executive compensation in 2026?

Yes. In a non-binding advisory vote on executive pay, 39,166,733 votes were cast “For,” 4,275,833 “Against,” and 317,825 “Abstain,” with 7,319,609 broker non-votes. This indicates stockholder support for the company’s named executive officer compensation program for that year.

Was the amended Polaris 2024 Omnibus Incentive Plan itself approved?

Yes. Adoption of the Amended and Restated Polaris Inc. 2024 Omnibus Incentive Plan was approved with 37,055,736 votes “For,” 6,446,556 “Against,” and 258,099 “Abstain,” plus 7,319,609 broker non-votes, authorizing the larger share pool for equity-based awards.

Who is Polaris Inc.’s auditor for fiscal 2026 and how was it ratified?

Ernst & Young LLP was ratified as Polaris Inc.’s independent registered public accounting firm for fiscal 2026. The ratification vote totaled 49,407,749 shares “For,” 1,320,850 “Against,” and 351,401 “Abstain,” confirming continued engagement of the audit firm.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB