Form 8-K - Current report

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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): September 6, 2024

Vista Outdoor Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36597		47-1016855
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
1 Vista Way	Anoka	MN	55303
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: [phone]

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))

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, par value $.01		VSTO		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 September 6, 2024, in recognition of their significant contributions and extraordinary leadership of Vista Outdoor Inc. (the “Company”) during the Company’s exploration of alternatives for separating the Revelyst and The Kinetic Group segments of the Company and other strategic alternatives, including to shareholder value creation, creation of stand-alone management teams, organizational continuity and collaboration and alignment with other key leaders across the Company, the Board of Directors of the Company approved transaction incentive awards in the amount of $1,200,000 to each of Jason Vanderbrink and Eric Nyman.  The awards are payable on completion of a strategic alternative, subject to the executive’s continued employment through such date.  If the executive is terminated without cause prior to the payment date, any unpaid amount will become payable within 30 days following such termination.

The foregoing description of the transaction incentive awards does not purport to be complete and is qualified in its entirety by reference to the Form of CEO Transaction Incentive Award Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01.

(d)          

Exhibit Number		Description
10.1		Form of CEO Transaction Incentive Award Agreement
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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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.

Date: September 11, 2024	VISTA OUTDOOR INC.
	By:	/s/ Jung Choi
		Name:	Jung Choi
		Title:	Co-General Counsel & Secretary

Exhibit 10.1

TRANSACTION INCENTIVE AWARD AGREEMENT

THIS TRANSACTION INCENTIVE AWARD AGREEMENT (this “Agreement”) is entered into as of [●] between Vista Outdoor Inc. (the “Company”) and [●] (“Employee”).

RETENTION BONUS

Transaction Incentive Award.  Subject to the terms and conditions set forth in this Agreement, Employee shall be entitled to receive a one-time transaction incentive award in the amount of $[●] (the “Incentive Award”), subject to applicable withholdings and deductions, from the Company in accordance with the following provisions.

Payment of Incentive Award.

(a)          The Incentive Award shall be paid within 30 days following the effective date of the completion of a strategic transaction as determined by the Vista Outdoor Board of Directors (the “Vesting Date”).

(b)          In the event Employee is involuntarily terminated without Cause prior to the Vesting Date, Employee shall receive any unpaid portion of the Incentive Award in a single lump sum on a regular payroll date within 30 days following such termination.

(c)          In the event Employee is terminated by the Company for Cause or voluntarily resigns prior to the Vesting Date, he shall forfeit any payments hereunder that he has not received.

MISCELLANEOUS

Cause. For purposes of this Agreement, “Cause” shall mean any one or more of the following: (i)  Employee’s failure to perform his duties of employment; (ii) Employee’s engaging in an act of dishonesty, wrongdoing or moral turpitude; (iii) Employee’s failure to comply with any confidentiality, non-solicitation, or non-competition agreement or other obligations he has to protect customer trade secrets or confidential or proprietary information; or (iv) Employee’s violation of any Company policy or rule.

Tax Matters. The Company does not make any representation as to the federal, state, local, or jurisdictional tax consequences that may result from receipt of payment under this Agreement. This Agreement shall be administered and interpreted in all respects in a manner such that it is exempt from section 409A of the Internal Revenue Code of 1986, as amended (“Code”) as a short-term deferral within the meaning thereof and, if such exemption is not possible, that it complies with section 409A of the Code.

Amendment and Termination. This Agreement may only be amended or terminated through express written agreement of the parties. 

Nonalienation of Benefits. Except as expressly provided herein, Employee shall not have the power or right to transfer, alienate, or otherwise encumber Employee’s interest under this Agreement.

Withholding Taxes. The Company may make such provisions and take such action as it deems necessary or appropriate for the withholding of any taxes which it is required by any law or regulation of any governmental authority. 

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Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota, without reference to the principles of conflict of laws. 

At-Will Employment. Nothing about this Agreement shall be construed to change the at-will nature of a US Employee’s employment with the Company and shall in no way limit the Company’s rights to terminate any Employee’s employment. This Agreement shall not constitute evidence of any contract of employment.

IN WITNESS WHEREOF, the parties have executed this Transaction Incentive Award Agreement on the date first above written.

	VISTA OUTDOOR INC.
	By:
		Name:	[Name]
		Title:	[Title]
	EMPLOYEE
	By:
		Name:	[Employee Name]

Document and Entity Information	Sep. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 06, 2024
Entity File Number	001-36597
Entity Registrant Name	Vista Outdoor Inc.
Entity Central Index Key	0001616318
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-1016855
Entity Address, Address Line One	1 Vista Way
Entity Address, City or Town	Anoka
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55303
City Area Code	763
Local Phone Number	433-1000
Title of 12(b) Security	Common Stock, par value $.01
Trading Symbol	VSTO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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