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  4. [8-K] COLUMBIA SPORTSWEAR CO Reports Material Event

Shareholders at Columbia (NASDAQ: COLM) back stock plan but reject proxy access

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Columbia Sportswear Company reported results from its 2026 annual shareholder meeting, where investors approved an Amended and Restated 2020 Stock Incentive Plan. The plan now allows equity-based awards covering up to 9 million shares of common stock, an increase of 4.5 million shares over the prior authorization.

Shareholder participation was high, with 49,612,600 shares voted, representing approximately 97% of the 51,140,792 shares outstanding and entitled to vote. Directors were elected, Deloitte & Touche LLP was ratified as independent auditor, executive compensation received advisory approval, the amended stock plan was approved, and a shareholder proxy access proposal was rejected.

Positive

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Negative

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Insights

Shareholders backed compensation structures and board nominees while rejecting proxy access.

Columbia Sportswear shareholders approved the Amended and Restated 2020 Stock Incentive Plan, expanding equity award capacity to 9 million shares. This supports continued use of stock-based pay for employees and directors, administered by an independent Talent and Compensation Committee.

Annual meeting turnout was strong, with about 97% of eligible shares represented. Say-on-pay and all director nominees received broad support, and Deloitte & Touche LLP was ratified as auditor. A shareholder proposal on proxy access was voted down, indicating limited appetite for that governance change at this time.

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.
Stock incentive share pool 9,000,000 shares Total common shares available under Amended and Restated 2020 Stock Incentive Plan
Increase in plan shares 4,500,000 shares Additional shares authorized over prior 4.5 million-share plan capacity
Shares outstanding entitled to vote 51,140,792 shares Common shares outstanding and entitled to vote at 2026 annual meeting
Shares voted 49,612,600 shares Common shares voted virtually or by proxy at annual meeting (~97% of eligible)
Say-on-pay support 47,847,695 votes for Advisory approval of executive compensation at 2026 annual meeting
Stock plan approval votes 41,006,074 votes for Approval of Amended and Restated 2020 Stock Incentive Plan
Proxy access against votes 34,042,003 votes against Opposition to shareholder proxy access proposal
Auditor ratification votes for 49,393,337 votes for Ratification of Deloitte & Touche LLP as 2026 auditor
Amended and Restated 2020 Stock Incentive Plan financial
"shareholders ... approved the Company’s Amended and Restated 2020 Stock Incentive Plan"
equity-based awards financial
"The Amended Plan provides for equity-based awards covering up to 9 million shares"
Equity-based awards are pay given to employees or directors in the form of company stock or rights to obtain stock, such as stock options or restricted stock units. Like giving people slices of a pie instead of extra cash, these awards align staff incentives with company performance but can increase the number of shares outstanding, potentially diluting existing owners and affecting per-share metrics that investors watch.
independent registered public accounting firm financial
"ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026"
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.
broker non-votes financial
"For | Against | Abstentions | Broker Non-Votes 47,847,695 | 98,053 | 18,768 | 1,648,084"
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.
proxy access financial
"The shareholder proposal regarding proxy access was rejected with the following votes"
Proxy access allows shareholders to include their nominated directors on a company’s official proxy ballot and meeting materials, instead of running separate, costly campaigns. It matters to investors because it makes it easier for shareholders to push for board change, hold management accountable, and influence strategy—similar to getting your preferred candidate listed on a neighborhood ballot rather than having to start an independent petition drive.
non-binding vote financial
"The proposal to approve, by non-binding vote, executive compensation passed"
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Understanding 8-K Material Events →
0001050797false00010507972026-06-102026-06-10

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):
June 10, 2026
COLUMBIA SPORTSWEAR COMPANY
(Exact name of registrant as specified in its charter)
Oregon000-2393993-0498284
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
14375 Northwest Science Park Drive
Portland, Oregon 97229
(Address of principal executive offices) (Zip code)
(503) 985-4000
(Registrant’s telephone number, including area code)
No Change
(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:
☐ 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 COLM Nasdaq Global Select Market
    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.    ☐



ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On June 10, 2026, Columbia Sportswear Company (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s shareholders, upon recommendation from the Company’s Board of Directors (the “Board”), approved the Company’s Amended and Restated 2020 Stock Incentive Plan (the “Amended Plan”). The Amended Plan became effective on June 10, 2026, immediately following the Annual Meeting (the “Effective Date”). After the Effective Date, all new awards will be granted under the Amended Plan.

The purpose of the Amended Plan is to attract and retain employees, non-employee directors and other eligible service providers and to provide additional incentives to those persons to continue to work in the best interests of the Company and its shareholders. The Amended Plan provides for equity-based awards covering up to 9 million shares of the Company’s common stock, an increase of 4.5 million shares from the 4.5 million shares previously authorized for issuance under the 2020 Stock Incentive Plan (including the maximum 1.5 million shares that previously became available for issuance from the Company’s 1997 Stock Incentive Plan). The Board has delegated authority for administration of the Amended Plan to the Talent and Compensation Committee, which is composed entirely of “independent directors” within the meaning of Nasdaq independence requirements and "non-employee directors" as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

This summary of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein. A more detailed description of the Amended Plan can also be found in “Proposal 4 – Approval of the Amended and Restated 2020 Stock Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2026.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The total number of shares of the Company’s common stock voted virtually or by proxy at the Annual Meeting was 49,612,600, representing approximately 97% of the 51,140,792 shares outstanding and entitled to vote at the Annual Meeting. The following matters were submitted to a vote of the shareholders, the results of which were as follows:
1.Election of Directors. The following persons were elected as directors of the Company by the votes cast as follows:
Votes ForVotes Against or WithheldBroker Non-Votes
Timothy P. Boyle47,824,163 140,353 1,648,084 
Stephen E. Babson47,364,749 599,767 1,648,084 
Andy D. Bryant46,397,053 1,567,463 1,648,084 
John W. Culver47,857,934 106,582 1,648,084 
Charles D. Denson47,929,494 35,022 1,648,084 
Kevin Mansell47,067,087 897,429 1,648,084 
Ronald E. Nelson47,796,858 167,658 1,648,084 
Christiana Smith Shi47,889,964 74,552 1,648,084 
Sabrina L. Simmons47,885,378 79,138 1,648,084 
Malia H. Wasson47,426,852 537,664 1,648,084 

2.Ratification of Deloitte & Touche LLP. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 was approved as follows:
ForAgainstAbstentions
49,393,337 205,267 13,996 



3.Approval of Executive Compensation. The proposal to approve, by non-binding vote, executive compensation passed with the following votes:
ForAgainstAbstentionsBroker Non-Votes
47,847,695 98,053 18,768 1,648,084 

4.Approval of 2020 Stock Incentive Plan. The proposal to approve the Columbia Sportswear Company Amended and Restated 2020 Stock Incentive Plan passed with the following votes:
ForAgainstAbstentionsBroker Non-Votes
41,006,074 6,931,794 26,648 1,648,084 

5.Proxy Access. The shareholder proposal regarding proxy access was rejected with the following votes:
ForAgainstAbstentionsBroker Non-Votes
13,880,262 34,042,003 42,251 1,648,084 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1
Columbia Sportswear Company 2020 Stock Incentive Plan (as amended and restated effective as of June 10, 2026) (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on June 11, 2026) (File No. 333-296690)
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.
COLUMBIA SPORTSWEAR COMPANY
Dated: June 16, 2026
By:/S/ RICHELLE T. LUTHER
Richelle T. Luther
Executive Vice President, Chief Administrative Officer and General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What stock incentive plan did Columbia Sportswear (COLM) shareholders approve?

Shareholders approved the Columbia Sportswear Amended and Restated 2020 Stock Incentive Plan. It authorizes equity-based awards covering up to 9 million common shares, increasing the prior 4.5 million-share authorization to support ongoing employee and director incentives.

How many Columbia Sportswear (COLM) shares were outstanding and voted at the 2026 meeting?

Shares outstanding and entitled to vote at the 2026 annual meeting totaled 51,140,792. Of these, 49,612,600 shares were voted virtually or by proxy, representing approximately 97% participation, indicating high shareholder engagement in the company’s governance decisions.

How did Columbia Sportswear (COLM) shareholders vote on executive compensation?

Shareholders approved executive compensation in a non-binding advisory vote. The proposal received 47,847,695 votes for, 98,053 against, and 18,768 abstentions, with 1,648,084 broker non-votes, indicating broad support for the company’s current executive pay programs.

What were the voting results for Columbia Sportswear’s (COLM) amended stock incentive plan?

The amended stock incentive plan passed with 41,006,074 votes for, 6,931,794 against, and 26,648 abstentions, plus 1,648,084 broker non-votes. This approval expanded the total shares available for equity awards to 9 million common shares under the plan.

How did Columbia Sportswear (COLM) shareholders vote on the proxy access proposal?

The shareholder proposal on proxy access was rejected. It received 13,880,262 votes for, 34,042,003 against, and 42,251 abstentions, with 1,648,084 broker non-votes, showing that a substantial majority opposed adopting the requested proxy access provisions.

Was Deloitte & Touche LLP reappointed as Columbia Sportswear’s (COLM) auditor for 2026?

Yes. Shareholders ratified Deloitte & Touche LLP as Columbia Sportswear’s independent registered public accounting firm for 2026, with 49,393,337 votes for, 205,267 against, and 13,996 abstentions, reflecting strong support for retaining the existing auditor.

Filing Exhibits & Attachments

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