Polaris (PII) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 30, 2026, with shareholders voting on director elections, executive compensation, an amended incentive plan, and auditor ratification.

• 2025 was marked by external headwinds, including tariffs and weak consumer confidence, but the company executed strategies to mitigate these, including a goal to reduce China-based spend by 80% by 2027.

• The Indian Motorcycle business was divested in Q1 2026 to focus on core powersports, supporting long-term profitability.

• Dividend increases continued for the 31st consecutive year.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class II directors, approve executive compensation (Say-on-Pay), adopt the amended 2024 Omnibus Incentive Plan, and ratify Ernst & Young LLP as auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals and nominations must comply with bylaw requirements and SEC rules.

Board of directors and corporate governance

• Board consists of nine members, 89% independent, with a diverse mix of skills and backgrounds.

• Board is classified into three classes with staggered three-year terms.

• Independent Chair leads the board, with clear separation from CEO role.

• Four standing committees: Audit, Compensation, Corporate Governance & Nominating, and Technology & Innovation, all composed of independent directors.

• Annual board and committee evaluations, including periodic independent reviews.

• Director retirement age set at 72; outside board service is limited.