DEF 14A 1 ny20005468x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

JOHNSON OUTDOORS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS

JOHNSON OUTDOORS INC.

555 MAIN STREET

RACINE, WISCONSIN 53403

January 9, 2023

Dear Fellow Stockholders:

You are cordially invited to join us for our 2023 Annual Meeting of Stockholders, which will be held on Wednesday, March 1, 2023, at 8:00 a.m., central standard time. The annual meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the annual meeting as well as vote and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/JOUT2023 and entering the 16-digit control number included on your Notice or Proxy Card or the instructions that accompanied your proxy materials.

The Notice of Annual Meeting of Stockholders and the Proxy Statement that follow describe the business to be conducted at the annual meeting. Members of our Board of Directors and executive officer team will participate in the annual meeting and be available to answer questions regarding the Company.

Your vote is very important. Whether or not you attend or participate in the virtual meeting, we encourage you to submit your proxy through the Internet or by mail. This will ensure that your shares are represented at the meeting. Even if you submit a proxy, you may revoke it at any time before it is voted. If you attend the meeting and wish to vote online during the virtual meeting, you will be able to do so using the 16-digit control number included on your Notice of Annual Meeting or Proxy Card or the instructions that accompanied your proxy materials.

We appreciate your continued support of our Company.

			Sincerely

			HELEN P. JOHNSON-LEIPOLD
			Chairman of the Board

TABLE OF CONTENTS

JOHNSON OUTDOORS INC.

555 MAIN STREET

RACINE, WISCONSIN 53403

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 1, 2023

AS A VIRTUAL MEETING

Date:

March 1, 2023

Time:

8:00 a.m., central standard time

Place:

www.virtualshareholdermeeting.com/JOUT2023

Record Date:

December 21, 2022

Agenda:

(1) To elect eight directors to serve for the ensuing year.

(2) To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as auditors of the Company for its fiscal year ending September 29, 2023.

(3) To approve a non-binding advisory proposal on executive compensation.

(4) To approve a non-binding advisory proposal on the frequency of future advisory votes on executive compensation.

(5) To consider and act on a proposal to adopt and approve the Johnson Outdoors Inc., 2023 Non-Employee Director Stock Ownership Plan.

(6) To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on Wednesday, December 21, 2022, will be entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof. Holders of Class A common stock, voting as a separate class, are entitled to elect two directors and holders of Class B common stock, voting as a separate class, are entitled to elect the remaining directors. The holders of Class A common stock and Class B common stock, voting together, as a single class, are entitled to vote on (1) the proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year, (2) the non-binding advisory proposal on executive compensation, (3) the non-binding advisory proposal on the frequency of future advisory votes on executive compensation; (4) a proposal to adopt and approve the Johnson Outdoors Inc. 2023 Non-Employee Director Stock Ownership Plan, and (5) to transact such other business as may properly come before the meeting of any adjournment or postponement thereof. All shareholders of record are cordially invited to attend and participate in the meeting virtually. Shareholders of record may vote and submit questions while connected to the Annual Meeting on the Internet. Whether or not you plan to attend and participate in the virtual annual meeting, please complete, sign, date and return the enclosed proxy in the accompanying self-addressed postage pre-paid envelope or complete your proxy by following the instructions supplied on the proxy card for voting by telephone or via the Internet (or, if your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, follow the directions given by the broker, nominee, fiduciary or other custodian regarding how to instruct it to vote your shares) as soon as possible. If you attend and participate in the virtual meeting and wish to vote during the virtual meeting, you will be able to do so using the 16-digit control number included on your Notice or Proxy Card or the instructions that accompanied your proxy materials.

			By Order of the Board of Directors

			Secretary & General Counsel
Racine, Wisconsin
January 9, 2023

TABLE OF CONTENTS

	PROXY STATEMENT SUMMARY			1
	PROXY STATEMENT			4
	PROPOSAL 1: ELECTION OF DIRECTORS			6
	Director Qualifications			6
	Class A Directors			7
	Class B Directors			8
	Board of Directors Recommendation			9
	DIRECTORS’ MEETINGS AND COMMITTEES			10
	Meetings and Attendance			10
	Committees			11
	Charters of Committees			12
	CORPORATE GOVERNANCE MATTERS			13
	Director Independence			13
	Board Leadership Structure			13
	Board Diversity and Disclosure			14
	The Board’s Role in Risk Oversight			14
	Director and Executive Stock Ownership Guidelines			15
	Director Nominations			15
	Communications between Shareholders and the Board of Directors; Director Attendance at Annual Meetings			16
	Employee Code of Conduct and Code of Ethics; Corporate Governance Guidelines; and Procedures for Reporting of Accounting Concerns			17
	Assessing the Performance of the Board and Individual Directors			17
	Hedging and Margin Account Policies			18
	AUDIT COMMITTEE MATTERS			19
	Audit Committee Report			19
	Audit Committee Financial Expert			20
	Fees of Independent Registered Public Accounting Firm			20
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			21
	Board of Directors Recommendation			21
	STOCK OWNERSHIP OF MANAGEMENT AND OTHERS			22

	EXECUTIVE OFFICERS			24
	EXECUTIVE COMPENSATION			25
	Compensation Discussion and Analysis			25
	Other Compensation Practices, Policies and Guidelines			33
	Report of the Compensation Committee			33
	Summary Compensation Table			34
	Grants of Plan-Based Awards			35
	Outstanding Equity Awards at Fiscal Year End			36
	Option Exercises and Stock Vested			37
	Non-Qualified Deferred Compensation			37
	Employment Agreements			37
	Incentive Compensation Recovery (Clawback) Policy			37
	Post-Employment Compensation			38
	DIRECTOR COMPENSATION			40
	Director Summary Compensation Table			41
	CEO PAY RELATIVE TO MEDIAN PAY OF OUR EMPLOYEES			43
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			43
	Related Person Transactions			43
	Review and Approval of Related Person Transactions			43
	SECTION 16(a) REPORTS			43
	PROPOSAL 3: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION			44
	The Proposal			44
	Vote Required for Approval			45
	Board of Directors Recommendation			45
	PROPOSAL 4: NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION			46
	The Proposal			46
	Vote Required for Approval			46
	Board of Directors Recommendation			46
	EQUITY COMPENSATION PLAN INFORMATION			47

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement and our Fiscal 2022 Annual Report on Form 10-K carefully before voting.

2023 ANNUAL MEETING OF STOCKHOLDERS

	Date and Time:			March 1, 2023 at 8:00 a.m., central standard time
	Place:			www.virtualshareholdermeeting.com/JOUT2023
	Record Date:			December 21, 2022

VOTING MATTERS AND BOARD RECOMMENDATION

Voting Matter		Board Recommendation	Page Number with More Information
Proposal 1:	To elect eight directors to serve for the ensuing year.	FOR each nominee	6
Proposal 2:	To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as auditors of the Company for its fiscal year ending September 29, 2023.	FOR	21
Proposal 3:	To approve a non-binding advisory proposal on executive compensation.	FOR	44
Proposal 4:	To approve a non-binding advisory proposal on the frequency of future advisory votes on executive compensation.	FOR “every 1 year”	46
Proposal 5:	To consider and act on a proposal to adopt and approve the Johnson Outdoors Inc. 2023 Non-Employee Director Stock Ownership Plan.	FOR	48

DIRECTOR NOMINEES

Class A

John M. Fahey, Jr.

2001

✔

Paul G. Alexander

2021

✔

Class B

Helen P. Johnson-Leipold

1994

✔

Katherine Button Bell

2014

✔

Edward Stevens

2016

✔

Edward F. Lang

2006

✔

Richard (“Casey”) Sheahan

2014

✔

Liliann Annie Zipfel

2021

✔

A	Audit Committee

C	Compensation Committee

E	Executive Committee

NCGC	Nominating & Corporate Governance Committee

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS

•	7 of 8 Director Nominees are Independent	•	Code of Ethics for Senior Officers
•	Annual Election of All Directors	•	Non-Employee Directors Regularly Meet Without Management Present
•	Annual Board and Committee Evaluations	•	Code of Conduct for Employees and Directors
•	Oversight of Risk Management (including with respect to the design of compensation programs, Enterprise Risk Management, and Cybersecurity)

	PROPOSAL 5: TO ADOPT AND APPROVE THE JOHNSON OUTDOORS INC. 2023 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN			48
	The Proposal			48
	Plan Administration Description			48
	Effective Date			48
	Shares Available Under the JOI 2023 Director Plan			49
	Eligible Participant			49
	Terms of Awards			49
	Change in Control			50
	Restriction on Transferability			50
	Termination and Amendment			50
	Adjustments			50
	Federal Income Tax Consequences under the JOI 2023 Director Plan			51

	JOI 2023 Director Plan Benefits			52
	Vote Required			52
	Board of Directors Recommendation			52
	SHAREHOLDER PROPOSALS			53
	OTHER MATTERS			54
	APPENDIX A			A-1
	Section 1. Purpose			A-1
	Section 2. Definitions			A-1
	Section 3. Effective Date			A-2
	Section 4. Administration			A-3
	Section 5. Stock Available for Awards			A-3
	Section 6. Awards			A-4
	Section 7. Terms of Awards			A-5
	Section 8. General Provisions Applicable to Awards			A-6

SEC Form DEF 14A filed by Johnson Outdoors Inc.