Item 8.01. Other Events.
Annual Stockholders Meeting Date
On February 25, 2015, the Board of Directors (the “Board”) of Vista Outdoor Inc. (the “Company”) set the date for the Company’s annual meeting of stockholders (the “2015 Annual Meeting”) for August 11, 2015, at 9:00 a.m. local time at the Hilton Salt Lake City Center, 255 S West Temple, Salt Lake City, Utah. The deadlines for the receipt of any stockholder proposals and director nominations to be considered at the 2015 Annual Meeting are set forth below.
Any stockholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the 2015 Annual Meeting must be received by the Company’s Corporate Secretary at its principal executive offices no later than 5:30 P.M. Mountain Standard Time on April 6, 2015. Such proposals also need to comply with the Securities and Exchange Commission stockholder proposal rules, which (among other things), provide that to be eligible to submit a proposal, a stockholder must be deemed to have continuously held at least $2,000 in market value, or 1%, of the Company’s securities entitled to vote on the proposal at the 2014 Annual Meeting, for at least one year by the date the proposal is submitted.
In addition, any stockholder seeking to bring business before the 2015 Annual Meeting outside of Rule 14a-8 under the Exchange Act or to nominate a director must provide timely notice, as set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”). Specifically, written notice of any such proposed business or nomination must be received by the Company’s Corporate Secretary at its principal executive offices no earlier than April 13, 2015 and no later than 5:30 P.M. Mountain Standard Time on May 13, 2015. Any notice of proposed business or nomination also must comply with the notice and other requirements in the Bylaws and with applicable law.
Appointment of Lead Independent Director
On February 25, 2015, the Board appointed Michael Callahan to serve as the Company’s lead independent director. As lead independent director, Mr. Callahan will chair the executive sessions and other meetings of the independent directors and communicate, as appropriate, the results of those sessions or meetings to the chairman of the board, the board of directors and the Company’s management. Mr. Callahan’s other responsibilities as lead independent director are set forth in the Company’s lead independent director charter, which will be available on the Company’s website.
Share Repurchase Program
On February 25, 2015, the Company issued a press release announcing that the Board has approved a repurchase program for up to $200 million of the Company’s common stock. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The timing, number and value of shares repurchased under the program will be determined by the Company’s management at its discretion and will depend on a number of factors, including the market price of the Company’s common stock, the Company’s operating results and financial position, alternative investment opportunities, general market and economic conditions, legal and regulatory considerations and compliance with the terms of the Company’s senior credit facility. The share repurchase program expires after two years. Repurchases under the program may be executed from time to time in open market transactions at prevailing market prices or in privately negotiated transactions and may be suspended at any time. The program also allows the company to execute repurchases using Rule 10b5-1 trading plans.
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