Brunswick (BC) Proxy filing summary

Executive summary

• Achieved $5.4B in net sales for 2025, a 2% increase and first growth in three years, with $442M in free cash flow and strong recurring revenue businesses representing 60% of earnings.

• Returned $193M to shareholders via $80M in share repurchases and a 14th consecutive year of dividend increases; retired $240M in debt, maintaining $1.3B liquidity.

• Launched over 100 new products across business units, including award-winning marine technology and expanded global presence for Freedom Boat Club.

• Recognized for innovation, workplace excellence, and responsibility, with over 100 major awards for the fourth consecutive year.

• Board and management emphasize long-term, sustainable shareholder value and operational efficiency.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of ten directors, (2) advisory say-on-pay for executive compensation, and (3) ratification of Deloitte as independent auditor for 2026.

• Board recommends voting FOR all proposals; voting eligibility set for shareholders of record as of March 9, 2026.

• Shareholder proposals for the 2027 meeting must be submitted by November 19, 2026; proxy access and advance notice procedures detailed.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; median tenure is 9.9 years, with 30% female representation.

• All board committees (Audit & Finance, Human Resources & Compensation, Nominating & Corporate Governance) are composed solely of independent directors.

• CEO also serves as Chairman; Lead Independent Director presides over executive sessions and acts as liaison.

• Annual board and committee self-evaluations conducted; third-party facilitation used periodically.

• Director selection emphasizes diversity of perspectives, integrity, and relevant experience; mandatory retirement at age 75 for non-employee directors.