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): November 12, 2012
ARCTIC CAT INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota | 0-18607 | 41-1443470 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
505 Hwy 169 North, Suite 1000 | ||||
Plymouth, Minnesota | 55441 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(763) 354-1800
(Registrants 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:
¨ | 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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 12, 2012, the Board of Directors of Arctic Cat Inc. (the Company) elected Stanley A. Askren and Joseph F. Puishys as directors of the Company, each to serve for a term ending at the Companys fiscal 2015 annual meeting of shareholders. The Board of Directors also appointed Messrs. Puishys and Askren to the Compensation and Human Resources Committee of the Board.
Mr. Askren, 52, has been the Chairman and Chief Executive Officer of HNI Corporation, the second largest office furniture manufacturer in the world, since 2004 and the President of HNI Corporation since 2003. He is also a director of Armstrong World Industries, Inc., a global leader in the design and manufacture of floors and ceilings. Mr. Askren has worked for HNI Corporation for 20 years and previously served as Vice President of Marketing and Executive Vice President and President of HNI Corporations hearth products operating segment. He also worked in HNI Corporations office furniture operating segment as a Group Vice President of The HON Company and President of Allsteel Inc., two of HNI Corporations office furniture subsidiaries. Mr. Askren has also served as the Vice President of Human Resources and an Executive Vice President of HNI Corporation.
Mr. Puishys, 54, has served as the Chief Executive Officer and President and a director of Apogee Enterprises, Inc., a value-added glass products and services company, since August 2011. Prior to joining Apogee Enterprises, Mr. Puishys served in various leadership positions at Honeywell International, Inc., a Fortune 100 diversified technology and manufacturing company, for over 32 years. He served as President of Honeywell Environment & Combustion Controls from 2008 to 2011; President of Honeywell Building Solutions from 2004 to 2008; President of Bendix Friction Materials from 2002 to 2004; Vice President and General Manager of Garrett Engine Boosting Systems from 2000 to 2002; Vice President and General Manager, Aftermarket, Allied Signal Turbo Charging Systems from 1996 to 2000; Vice President, Logistics, Allied Signal Automotive Products Group from 1992 to 1996; and various accounting and financial positions from 1979 to 1992.
In connection with their election, each of Messrs. Askren and Puishys were granted options to purchase 1,031 shares of the Companys common stock at a price equal to 100% of the fair market value of a share of the Companys common stock on the date of grant and 433 restricted stock units valued at the fair market value of a share of the Companys common stock on the date of grant. These options and RSUs were awarded under the Companys 2007 Omnibus Stock and Incentive Plan and are in amounts proportionate (based on the number of months remaining in fiscal 2013) to and on equivalent terms as the awards granted to the other non-employee directors on April 1, 2012, the date of the last annual grants to non-employee directors. Messrs. Askren and Puishys will also receive the same director compensation paid the other non-employee directors, as described in the Companys Proxy Statement for its Annual Meeting of Shareholders held on August 8, 2012.
There are no arrangements or understandings between Mr. Askren, Mr. Puishys or any other person pursuant to which Mr. Askren or Mr. Puishys was elected as a director. There are no transactions in which Mr. Puishys or Mr. Askren has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Also, on November 12, 2012, the Company issued a press release regarding the election of Messrs. Puishys and Askren. The full text of the press release is attached hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 | Press release issued on November 12, 2012 regarding the election of Messrs. Puishys and Askren to the Companys Board of Directors. |
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 hereunto duly authorized.
ARCTIC CAT INC. | ||||||
Dated: November 13, 2012 | By: | /s/ TIMOTHY C. DELMORE | ||||
Timothy C. Delmore | ||||||
Chief Financial Officer |
ARCTIC CAT INC.
FORM 8-K CURRENT REPORT
INDEX TO EXHIBITS
Exhibit |
Description | |
99.1 | Press release issued on November 12, 2012 regarding the election of Messrs. Puishys and Askren to the Companys Board of Directors. |
Exhibit 99.1
News Release
CONTACTS: | Arctic Cat Inc. | Padilla Speer Beardsley Inc. | ||
Timothy C. Delmore | Shawn Brumbaugh | |||
Chief Financial Officer | 612-455-1754 | |||
763-354-1800 | sbrumbaugh@padillaspeer.com |
ARCTIC CAT EXPANDS BOARD OF DIRECTORS
Joseph Puishys and Stan Askren join companys board;
Board elects Arctic Cats CEO Claude Jordan as chairman
MINNEAPOLIS, November 12, 2012 Arctic Cat Inc. (NASDAQ: ACAT) announced today that Joseph Puishys and Stan Askren have joined the companys board of directors. In addition, the board elected current chief executive officer Claude Jordan as the companys board chair. Former chairman Christopher Twomey remains a director. Arctic Cat now has eight members on its board of directors, the majority of whom are independent.
Commented Jordan: We are pleased to welcome Joe and Stan to Arctic Cats board. Both bring a wealth of experience in building exceptional manufacturing businesses. Their contributions will be invaluable, as we continue to pursue our growth strategies of technology and product innovation, and expansion into new markets, coupled with enhanced operational efficiency.
Puishys was named Apogee Enterprises president, CEO and director in 2011. Apogee is a nearly $700 million manufacturer of value-added glass solutions for the commercial and framing markets. Puishys has 32 years of experience and a proven track record of success leading manufacturing businesses. Before joining Apogee, he served as president of Honeywells Environmental and Combustion Controls division, a $3 billion business. Prior to that, he led Honeywell Building Solutions, a global leader in the installation and service of integrated building solutions. Puishys also held leadership positions in companies that were eventually bought by Honeywell, including Bendix Friction Materials and Garrett Engine Boosting Systems, and served in numerous executive and financial positions across Honeywells businesses. Puishys is on the board of directors for the Killebrew-Thompson Memorial Foundation and is a member of the CEO Winsight Network. He received his masters in business administration from Providence College and a bachelors degree in accounting and finance from Bryant University.
Askren has served as HNI Corporations chairman of the board and CEO since 2004. With nearly $2 billion in revenues, HNI is the second largest office furniture manufacturer in the world and is also the nations leading manufacturer and marketer of gas- and wood-burning fireplaces. Askren has been a director and president of HNI since 2003. Prior to joining HNI Corporation, Askren held management positions at Emerson Electric and Thomson, S.A. He earned an MBA from Washington University, a bachelors degree in business administration from University of Northern Iowa, and completed the Advanced Management Program at Harvard University. Askren is a director of Armstrong World Industries, Inc.
Commented Twomey: On behalf of the board, Id like to congratulate Claude on his new role. During his tenure as Arctic Cats president and CEO, Claude has led the company to multiple new product launches, entered new market segments and produced record profitability. We are confident in his ability to continue to profitably grow the company and enhance shareholder value.
Jordan joined Arctic Cat as president and chief operating officer in 2008, and was elected to the companys board of directors in August 2010. Jordan became Arctic Cats CEO in January 2011.
Arctic Cat Inc. designs, engineers, manufactures and markets all-terrain vehicles (ATVs) and snowmobiles under the Arctic Cat® brand name, as well as related parts, garments and accessories. Its common stock is traded on the NASDAQ Global Select Market under the ticker symbol ACAT. More information about Arctic Cat and its products is available at www.arcticcat.com.
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