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BRUNSWICK CORP

Regulatory Filings May 12, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 7, 2025

BRUNSWICK CORPORATION

(Exact Name of Registrant Specified in Charter)

Delaware 001-01043 36-0848180
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
26125 N. Riverwoods Blvd., Suite 500
Mettawa Illinois
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 735-4700

N/A

(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, par value $0.75 per share BC New York Stock Exchange
Chicago Stock Exchange
6.500% Senior Notes due 2048 BC-A New York Stock Exchange
6.375% Senior Notes due 2049 BC-C 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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the May 7, 2025 Annual Meeting of Shareholders (Annual Meeting) of Brunswick Corporation, 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 2026 Annual Meeting of Shareholders. The number of shares voted with respect to these directors were:

Nominee For Against Abstain Broker Non-Votes
Nancy E. Cooper 58,124,581 1,308,472 66,809 2,333,738
David C. Everitt 57,519,555 1,930,409 49,898 2,333,738
Reginald Fils-Aime 59,072,456 376,176 51,230 2,333,738
Lauren P. Flaherty 59,057,352 390,886 51,624 2,333,738
David M. Foulkes 57,396,863 2,050,820 52,179 2,333,738
Joseph W. McClanathan 59,049,497 399,683 50,682 2,333,738
David V. Singer 57,716,029 1,725,180 58,653 2,333,738
J. Steven Whisler 57,528,986 1,920,587 50,289 2,333,738
Roger J. Wood 57,894,867 1,554,378 50,617 2,333,738
MaryAnn Wright 58,272,419 1,162,307 65,136 2,333,738

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 57,458,140
Against 1,842,560
Abstain 199,162
Broker Non-votes 2,333,738

At the Annual Meeting, shareholders ratified the Audit and Finance 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, 2025 pursuant to the following vote:

Number of Shares
For 60,830,454
Against 877,081
Abstain 126,065
Broker Non-votes

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description of Exhibit
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

/S/ CHRISTOPHER F. DEKKER
Christopher F. Dekker
Executive Vice President, General Counsel, Secretary and Chief Compliance Officer

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