Polaris Inc. (NYSE: PII) names Dustin Semach director and raises board compensation
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Polaris Inc. appointed Dustin J. Semach to its Board of Directors effective June 19, 2026, as a Class III director serving on the Audit Committee and the Compensation Committee. Semach is president and CEO of Sealed Air Corporation and has extensive finance, technology, and operations experience at multiple global public companies.
As a non-employee director, he will receive standard Polaris director compensation, reflecting recent increases: the annual Audit Committee member retainer rose to $12,500, the annual Compensation Committee member retainer rose to $10,000, and the grant date fair value of the annual deferred stock unit award increased to $175,000.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
2 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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Audit Committee retainer: $12,500
Compensation Committee retainer: $10,000
Annual deferred stock unit award: $175,000
3 metrics
Audit Committee retainer
$12,500
Annual fee for Audit Committee members effective April 30, 2026
Compensation Committee retainer
$10,000
Annual fee for Compensation Committee members effective April 30, 2026
Annual deferred stock unit award
$175,000
Grant date fair value of non-employee director DSU award
Key Terms
Class III director, Audit Committee, Compensation Committee, Deferred Compensation Plan for Directors, +2 more
6 terms
Class III director financial
"Mr. Semach was appointed as a Class III director and as a member"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
Audit Committee financial
"appointed as a Class III director and as a member of the 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.
Compensation Committee financial
"and the Compensation Committee. Mr. Semach is currently president"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Deferred Compensation Plan for Directors financial
"participate in the Polaris Inc. Deferred Compensation Plan for Directors, receive"
A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.
deferred stock units financial
"the annual award of deferred stock units increased to $175,000."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Omnibus Incentive Plan financial
"receive grants under 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.
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)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On Friday, June 19, 2026, the Board of Directors (the "Board") of Polaris Inc. (the "Company") appointed Dustin J. Semach to the Board effective immediately. Mr. Semach was appointed as a Class III director and as a member of the Audit Committee and the Compensation Committee.
Mr. Semach is currently president and chief executive officer ("CEO") of Sealed Air Corporation ("Sealed Air"), a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services. Mr. Semach was promoted to president and CEO of Sealed Air in February 2025. He joined Sealed Air as chief financial officer ("CFO") in early 2023 and served as interim co-president and Co-CEO from October 2023 to June 2024. Before joining Sealed Air, he served as CEO at TTEC Holdings, Inc., a global public customer experience technology and services company, as well as CFO at Rackspace Technology, Inc., a public cloud computing company. He also held leadership positions at large-cap information technology services businesses including DXC Technology, Computer Sciences Corporation, and IBM. Mr. Semach has more than 20 years of professional experience in strategy, business transformation, at-scale M&A, finance, technology and operations. He holds a bachelor's degree in computer science from Clemson University and a master's degree in business administration from Northeastern University.
As a non-employee director, Mr. Semach will be eligible to receive director and committee fees, participate in the Polaris Inc. Deferred Compensation Plan for Directors, receive grants under the Polaris Inc. 2024 Omnibus Incentive Plan (as amended and restated April 30, 2026), and use Company products, all as described under the caption, "Director Compensation" in the Company's proxy statement for its 2026 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 17, 2026, subject to the following changes to the director compensation amounts recently approved by the Board, which became effective April 30, 2026: (i) the annual Audit Committee member's retainer fee increased to $12,500, (ii) the annual Compensation Committee member's retainer fee increased to $10,000, and (iii) the grant date fair value of the annual award of deferred stock units increased to $175,000.
Mr. Semach has no other direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, nor are any such transactions currently proposed.
On Monday, June 22, 2026, the Company issued a press release regarding Mr. Semach's appointment to the Board, which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit | |||||||
99.1 | Press Release dated June 22, 2026 of Polaris Inc. | |||||||
| 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: | June 22, 2026 | |||||||
| POLARIS INC. | ||||||||
| /s/ Matthew S. Winings | ||||||||
| Matthew S. Winings | ||||||||
| Senior Vice President—General Counsel and Corporate Secretary | ||||||||
Polaris Appoints Dustin Semach to Board of Directors
MINNEAPOLIS (June 22, 2026) – Polaris Inc. (NYSE:PII), announced today that it has appointed Dustin J. Semach to the Company’s Board of Directors, effective June 19, 2026.
“On behalf of the Board, it’s a pleasure to welcome Dustin, an accomplished leader in the industrial and technology sectors whose experience across finance, strategy and operations brings valuable perspective to Polaris,” said Polaris’ Board Chair, John Wiehoff. “His background complements the Board’s strategic focus on advancing our powersports strategy and positioning the Company for its next phase of growth, while delivering long-term value for shareholders.”
Semach currently serves as President and Chief Executive Officer of Sealed Air Corporation, a leading global provider of packaging solutions. He was appointed President and CEO in February 2025 after joining the company as Chief Financial Officer in 2023. Semach has extensive experience leading business transformation, finance, operations, and technology across global public companies. Prior to Sealed Air, he served as Chief Financial Officer of TTEC Holdings, Inc. and Rackspace Technology, Inc., and held leadership roles at DXC Technology, Computer Sciences Corporation and IBM.
Semach will serve on the Board’s Audit Committee and Compensation Committee.
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ABOUT POLARIS
As the global leader in powersports, Polaris Inc. (NYSE: PII) has been defining and redefining outdoor adventure since 1954. Polaris delivers industry-shaping off-road vehicles, snowmobiles, boats, military, quadricycles, and commercial transportation vehicles, along with an expansive portfolio of parts, garments, and accessories. Its lineup includes some of the most iconic brands in powersports including the RANGER, RZR, Polaris XPEDITION, Bennington pontoons, Slingshot, and more. Headquartered in Minnesota and serving customers in nearly 100 countries, Polaris continues to set the standard for performance, quality, and unmatched service. Explore more at www.polaris.com.
Media Contact:
Jessica Rogers
Phone: 763.513.3445
Email: jessica.rogers@polaris.com
Investor Relations Contact:
J.C. Weigelt
Phone: 763.542.0525
Email: jc.weigelt@polaris.com
FAQ
What did Polaris Inc. (PII) announce in its June 2026 Form 8-K?
Polaris Inc. announced the appointment of Dustin J. Semach to its Board of Directors, effective June 19, 2026. He joins as a Class III director and will serve on the Audit Committee and Compensation Committee, bringing significant leadership and financial experience from several global public companies.
Who is Dustin J. Semach, the new Polaris (PII) board member?
Dustin J. Semach is President and Chief Executive Officer of Sealed Air Corporation. He previously served as Sealed Air’s Chief Financial Officer and held senior roles at TTEC Holdings, Rackspace Technology, DXC Technology, Computer Sciences Corporation, and IBM, with more than 20 years of strategy and finance experience.
Which Polaris Inc. (PII) board committees will Dustin Semach join?
Dustin Semach will serve on Polaris Inc.’s Audit Committee and Compensation Committee. These assignments place him directly in oversight roles for the company’s financial reporting, controls, and executive pay programs, aligning with his extensive background in finance, operations, and business transformation across global public companies.
How is Dustin Semach compensated as a Polaris (PII) non-employee director?
As a non-employee director, Dustin Semach is eligible for director and committee fees, deferred compensation, and equity awards. Recent changes include an Audit Committee member retainer of $12,500, a Compensation Committee member retainer of $10,000, and an annual deferred stock unit award with grant date fair value of $175,000.
Did Polaris Inc. (PII) change director compensation in 2026?
Yes. Effective April 30, 2026, Polaris increased certain director compensation elements. The annual Audit Committee member retainer rose to $12,500, the annual Compensation Committee member retainer rose to $10,000, and the grant date fair value of the annual deferred stock unit award was raised to $175,000 for non-employee directors.