BRUNSWICK CORP
For the period ended Mar 30, 2024. Filed May 2, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 30, 2024 · Filed May 2, 2024
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Item 5. Other Information
Securities Trading Plans of Executive Officers and Directors
Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables pre-arranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading and Unauthorized Disclosures Policy permits our officers and directors to enter into trading plans designed to comply with Rule 10b5-1.
During the quarterly period ended March 30, 2024, none of our officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K). On October 27, 2023, Nancy E. Cooper, our Board Chair, adopted a Rule 10b5-1 trading arrangement providing for the sale each quarter of 35 percent of net shares of her Director compensation paid in common stock. The duration of the trading arrangement is until November 11, 2024, or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
Annual Meeting of Shareholders Results
At the May 1, 2024 Annual Meeting of Shareholders of the Company (Annual Meeting), Nancy E. Cooper, David C. Everitt, Reginald Fils-Aime, Lauren P. Flaherty, David M. Foulkes, Joseph W. McClanathan, David V. Singer, J. Steven Whisler, Roger J. Wood, and MaryAnn Wright were elected as directors of the Company for terms expiring at the 2025 Annual Meeting of Shareholders of the Company. The number of shares voted with respect to these directors were:
| Nominee | For | Against | Abstain | Broker Non-votes |
|---|---|---|---|---|
| Nancy E. Cooper | 57,921,871 | 1,321,048 | 42,063 | 2,718,883 |
| David C. Everitt | 55,283,193 | 3,955,800 | 45,989 | 2,718,883 |
| Reginald Fils-Aime | 59,093,530 | 142,980 | 48,472 | 2,718,883 |
| Lauren P. Flaherty | 58,056,457 | 1,179,845 | 48,680 | 2,718,883 |
| David M. Foulkes | 58,866,163 | 373,332 | 45,487 | 2,718,883 |
| Joseph W. McClanathan | 59,079,814 | 157,425 | 47,743 | 2,718,883 |
| David V. Singer | 58,785,614 | 456,530 | 42,838 | 2,718,883 |
| J. Steven Whisler | 54,237,505 | 4,940,420 | 107,057 | 2,718,883 |
| Roger J. Wood | 57,628,584 | 1,610,134 | 46,264 | 2,718,883 |
| MaryAnn Wright | 58,732,445 | 505,679 | 46,858 | 2,718,883 |
At the Annual Meeting, shareholders voted for a non-binding resolution approving the compensation of the Company's named executive officers pursuant to the following vote:
| Number of Shares | |
|---|---|
| For | 56,082,910 |
| Against | 3,121,558 |
| Abstain | 80,514 |
| Broker Non-votes | 2,718,883 |
At the Annual Meeting, shareholders ratified the Audit Committee's appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company and its subsidiaries for the fiscal year ending December 31, 2024 pursuant to the following vote:
| Number of Shares | |
|---|---|
| For | 61,674,783 |
| Against | 253,498 |
| Abstain | 75,584 |
| Broker Non-votes | — |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.