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): May 23, 2023
|
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
(Address of principal executive offices, including zip code)
|
|
(
|
|
(Registrant’s telephone number, including area code)
|
|
Not Applicable
|
|
(Former name or former address, if changed since last report)
|
Securities registered or to be registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading symbol(s)
|
Name of exchange on which registered
|
|
|
|
SM
|
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 (see General Instruction A.2. below):
|
|
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))
|
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. ☐
Section 5 – Corporate Governance and Management
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
|
Effective May 23, 2023 and upon recommendation from the Nominating and Corporate Governance Committee of the Board of Directors of Johnson Outdoors
Inc. (the “Company”), the Company’s Board of Directors approved the appointment of Jeffrey M. Stutz as a Class A Director of the Company. Mr. Stutz is an independent director under the applicable standards of the NASDAQ Stock Market. Additionally,
Mr. Stutz has been appointed to the Audit Committee of the Company’s Board of Directors. Mr. Stutz was not appointed to the Board as a result of any arrangement or understanding between Mr. Stutz and any other person. Pursuant to the terms of the
Johnson Outdoors Inc. 2023 Non-Employee Director Stock Ownership Plan, effective with his appointment, Mr. Stutz will be awarded shares of restricted stock having an award value on the grant date equal to the pro rata aggregate value of an annual
award under the plan (currently set at $100,000) determined by dividing the number of days remaining until the immediately next ensuing annual meeting of shareholders of
the Company following Mr. Stutz’s appointment to the Board by 365 days.
Additional information regarding Mr. Stutz’s appointment to the Company’s Board is set forth in the press release accompanying this Form 8-K as
Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
Exhibit 99.1 ‑‑ Press Release of
Johnson Outdoors, issued May 23, 2023.
|
|
|
Exhibit 104 – Cover 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.
|
JOHNSON OUTDOORS INC.
|
||
|
Date: May 23, 2023
|
||
|
By:
|
/s/ David W. Johnson
|
|
|
David W. Johnson, Vice President and Chief Financial Officer
|
Exhibit 99.1
|
FOR IMMEDIATE RELEASE
|
|
|
At Johnson
Outdoors Inc.
|
|
|
David Johnson
|
Patricia Penman
|
|
VP & Chief Financial Officer
|
VP – marketing services & global communications
|
|
262-631-6600
|
262-631-6600
|
JOHNSON OUTDOORS WELCOMES JEFFREY M. STUTZ TO BOARD OF DIRECTORS
RACINE, WISCONSIN, May 23, 2023....Johnson Outdoors Inc. (Nasdaq: JOUT), a leading global innovator of outdoor recreation equipment and technology, today announced the appointment of Jeffrey M. Stutz as an independent director to the Company’s Board of Directors effective May 23, 2023. Mr.
Stutz is joining the Board as a Class A Director, and will also be a member of the Audit Committee. He will stand for re-election at the Annual Meeting in 2024. With the addition of Mr. Stutz, the Board now consists of 9 members.
“We’re pleased to welcome Jeff to Johnson Outdoors’ Board of Directors. Jeff’s significant experience in business, finance, and strategic planning, combined with
his skill set operating in an innovative retail and ecommerce market, will be a great addition to our Board as we develop new strategies to grow our business,” said Helen Johnson-Leipold, Chairman and Chief Executive Officer.
Mr. Stutz is Chief Financial Officer at MillerKnoll, Inc. and was a key architect of the
transformative merger of Herman Miller with Knoll Furniture. He joined the company in 2001 as Manager of Financial Reporting and later served as Director of Consolidations and Assistant Corporate Controller. Prior to joining MillerKnoll (formerly
known as Herman Miller, Inc.) in 2001, he worked at Donnelly Corporation, a publicly traded automotive supplier based in Holland, Michigan, where he held roles in financial operations and corporate accounting.
ABOUT JOHNSON OUTDOORS INC.
JOHNSON
OUTDOORS is a leading global innovator of outdoor recreation equipment and technologies that inspire more people to experience the awe of the great outdoors. The company designs, manufactures and markets a portfolio of
winning, consumer-preferred brands across four categories: Watercraft Recreation, Fishing, Diving and Camping. Johnson Outdoors' iconic brands include: Old Town® canoes
and kayaks; Carlisle® paddles; Minn Kota® trolling motors, shallow water anchors and battery
chargers; Cannon® downriggers; Humminbird® marine electronics and charts; SCUBAPRO® dive equipment; Jetboil® outdoor cooking systems; and, Eureka!®camping and hiking equipment.
Visit Johnson Outdoors at http://www.johnsonoutdoors.com
Safe Harbor Statement
Certain matters discussed in this press release are “forward-looking statements,” intended to qualify for the
safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical fact are
considered forward-looking statements. These statements may be identified by the use of forward-looking words or phrases such as "anticipate,'' "believe,'' "confident," "could,'' "expect,'' "intend,'' "may,'' "planned,'' "potential,'' "should,''
"will,'' "would'' or the negative of those terms or other words of similar meaning. Such forward-looking statements are subject to certain risks and uncertainties, which could cause actual results or outcomes to differ materially from those
currently anticipated. Factors that could affect actual results or outcomes include the matters described under the caption “Risk Factors” in Item 1A of the Company’s Form 10-K
filed with the Securities and Exchange Commission on December 9, 2022, and the following: changes in economic conditions, consumer confidence levels and discretionary spending patterns in key markets; uncertainties stemming from political
instability (and its impact on the economies in jurisdictions where the Company has operations), uncertainties stemming from changes in U.S. trade policies, tariffs, and the reaction of other countries to such changes; the global outbreaks of
disease, such as the COVID-19 pandemic, which has affected, and may continue to affect, market and economic conditions, and the timing, pricing and continued availability of raw materials and components from our supply chain, along with
wide-ranging impacts on employees, customers and various aspects of our operations; the Company’s success in implementing its strategic plan, including its targeted sales growth platforms, innovation focus and its increasing digital presence;
litigation costs related to actions of and disputes with third parties, including competitors; the Company’s continued success in its working capital management and cost-structure reductions; the Company’s success in integrating strategic
acquisitions; the risk of future write-downs of goodwill or other long-lived assets; the ability of the Company’s customers to meet payment obligations; the impact of actions of the Company’s competitors with respect to product development or
enhancement or the introduction of new products into the Company’s markets; movements in foreign currencies, interest rates or commodity costs; fluctuations in the prices of raw materials or the availability of raw materials or components used by
the Company; any disruptions in the Company’s supply chain as a result of material fluctuations in the Company’s order volumes and requirements for raw materials and other components necessary to manufacture and produce the Company’s products
including related to shortages in procuring necessary raw materials and components to manufacture and produce such products; the success of the Company’s suppliers and customers and the impact of any consolidation in the industries of the
Company’s suppliers and customers; the ability of the Company to deploy its capital successfully; unanticipated outcomes related to outsourcing certain manufacturing processes; unanticipated outcomes related to litigation matters; and adverse
weather conditions and other factors impacting climate change legislation. Shareholders, potential investors and other
readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The
forward-looking statements included herein are only made as of the date of this filing. The Company assumes no obligation, and disclaims any obligation, to update such forward-looking statements to reflect subsequent events or circumstances.
-- # # # # # --