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DEF 14A 1 vistaoutdoordef14afy2021.htm DEF 14A Document

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UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


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

Vista Outdoor Inc.

(Name of Registrant as Specified In Its Charter)

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

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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VISTA OUTDOOR INC.

1 Vista Way

Anoka, MN 55303

June 11, 2021

Dear Stockholder:

You are invited to attend the 2021 virtual Annual Meeting of Stockholders of Vista Outdoor Inc. (the "Annual Meeting"), which will be held at 9:00 a.m. Central Daylight Time on Tuesday, July 27, 2021, via a live audio webcast on the Internet. You may attend the Annual Meeting, vote your shares online and submit any questions during the meeting by visiting www.virtualshareholdermeeting.com/VSTO2021.

The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the Annual Meeting. We have elected to take advantage of the "notice and access" rules of the Securities and Exchange Commission to furnish most of our stockholders with proxy materials over the Internet. These rules allow us to provide you with a Notice of Internet Availability of Proxy Materials ("Notice"), which includes the information you will need to access our proxy materials online, while reducing our printing and delivery costs.

Your vote on the proposals to be considered at the Annual Meeting is important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote your shares in advance of the meeting in order to make certain that you are represented at the meeting. You may vote over the Internet, as well as by telephone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card.

To attend the Annual Meeting online, you will need the 16-digit control number included in the Notice, on your proxy card (if you have requested printed proxy materials), or in the instructions provided by your bank, broker or other financial intermediary, if you hold your shares in "street name."


						Sincerely,

						Christopher T. Metz Chief Executive Officer

						Michael Callahan Chairman

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IMPORTANT NOTICE ABOUT THE 2021 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS


Date and Time:		Tuesday, July 27, 2021, at 9:00 a.m. Central Daylight Time
Access:		The Company will not hold an in-person Annual Meeting of Stockholders in 2021. Due to ongoing concerns related to COVID-19 and to protect the health and well-being of the Company’s stockholders, employees and directors, the Annual Meeting will be held virtually on the Internet via a live audio webcast only. Stockholders who wish to attend the virtual Annual Meeting on July 27, 2021 may access the meeting via the following link: www.virtualshareholdermeeting.com/VSTO2021 Stockholders accessing the link will then be prompted to enter the 16-digit control number included in their Notice of Internet Availability of Proxy Materials, on their proxy card (for those who have requested printed proxy materials), or in the instructions provided by their bank, broker or other financial intermediary (for those who hold their shares in "street name"). Once admitted to the Annual Meeting, stockholders will be able to vote their shares electronically and submit any questions during the meeting.
Items of Business:	• Elect Michael Callahan, Christopher T. Metz, Mark A. Gottfredson, Tig H. Krekel, Gary L. McArthur, Frances P. Philip, Michael D. Robinson, Robert M. Tarola and Lynn M. Utter as directors of Vista Outdoor for a term of one year. • Approve, on a non-binding advisory basis, the compensation of Vista Outdoor's named executive officers, as disclosed in the accompanying proxy statement. •Approve, on a non-binding advisory basis, the frequency with which Vista Outdoor will hold future stockholder advisory votes to approve the compensation of its named executive officers. • Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending March 31, 2022. • Transact any other business that may be properly brought before the meeting or any postponement or adjournment of the meeting.
Record Date:		June 3, 2021
Voting by Proxy:		It is important that your shares be represented and voted at the meeting. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read the accompanying proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail, the section entitled "FAQs About the Meeting and Voting" beginning on page 5 of the accompanying proxy statement or, if you requested to receive printed proxy materials, your enclosed proxy card or voting instruction card. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement.


			By Order of the Board of Directors,

			Dylan S. Ramsey General Counsel & Corporate Secretary

June 11, 2021


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			Page
Proxy S tatement Summary			1
General Information			4
Corporate Governance at Vista Outdoor			10
Compensation Discussion and Analysis			21
Named Executive Officer Compensation			41
Summary Compensation Table (202 1 , 20 20 and 201 9 )			42
Grants of Plan-Based Awards (202 1 ) Table			45
Outstanding Equity Awards at Fiscal Year-End (202 1 ) Table			47
Option Exercises and Stock Vested (202 1 ) Table			49
Nonqualified Deferred Compensation (202 1 ) Table			50
Potential Payments Upon Termination or Change In Control Table			51
Management Development and C ompensation Committee Report			56
Audit Committee Report			57
CEO Pay Ratio			58
Director Compensation			59
Proposal 1 - Election of Directors			63
Proposal 2 - Advisory Vote to Approve 202 1 Named Executive Officer Compensation			64
Proposal 3 - A dvisory Vote on Frequency of Future Stockholder Advisory Votes to Approve Named Executive Officer Compensation			65
Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm			66
Securities Authorized for Issuance Under Equity Compensation Plans			67
Security Ownership of Certain Beneficial Owners and Management			68
Related Person Transactions			69
Fees Paid to Independent Registered Public Accounting Firm			70
Future Stockholder Proposals			71
Annex A - Reconciliation of Certain non-GAAP Financial Measures
Proxy Card


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						This Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, so please read the entire Proxy Statement carefully before voting.

Voting matters and recommendations:

Proposal 1

Proposal 2

Proposal 3

Proposal 4

The election of Michael Callahan, Christopher T. Metz, Mark A. Gottfredson, Tig H. Krekel, Gary L. McArthur, Frances P. Philip, Michael D. Robinson, Robert M. Tarola and Lynn M. Utter as directors of Vista Outdoor for a term of one year.

The approval, on a non-binding advisory basis, of the compensation of Vista Outdoor's named executive officers, as disclosed in this proxy statement.

The advisory vote on the frequency of future stockholder advisory votes to approve named executive officer compensation.

The ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending March 31, 2022.

Information regarding the proposal can be found on page 63

Information regarding the proposal can be found on page 64

Information regarding the proposal can be found on page 65

Information regarding the proposal can be found on page 66

SEC Form DEF 14A filed by Vista Outdoor Inc.