8-K

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): June 6, 2017

COLUMBIA SPORTSWEAR COMPANY

(Exact name of registrant as specified in its charter)

Oregon	000-23939	93-0498284
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

14375 Northwest Science Park Drive

Portland, Oregon 97229

(Address of principal executive offices) (Zip code)

(503) 985-4000

(Registrant’s telephone number, including area code)

No Change

(Former name or former address, if changed since last report)

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:

☐ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On June 6, 2017, in connection with the organizational assessment launched in the first quarter of 2017, Columbia Sportswear Company (“Columbia”) filed a press release announcing a strategic realignment resulting in several changes at the senior management level.

Chief Executive Officer Timothy P. Boyle assumed the additional role of President of Columbia, effective June 2, 2017. Mr. Boyle joined Columbia in 1971 as General Manager, served as Columbia’s President from 1988 to 2015 and has served as Chief Executive Officer since 1988. He has been a member of the Board of Directors since 1978. Mr. Boyle is also a member of the Board of Directors of Northwest Natural Gas Company and Craft Brew Alliance, Inc. Mr. Boyle is Gertrude Boyle’s son, Sarah A. Bany’s brother and Joseph P. Boyle’s father.

Thomas Cusick was named Executive Vice President and Chief Operating Officer, effective July 1, 2017. Mr. Cusick will continue to act as Chief Financial Officer and Treasurer until a replacement is appointed. Mr. Cusick joined Columbia in September 2002 as Corporate Controller, was named Vice President and Corporate Controller in March 2006 and was named Vice President and Chief Accounting Officer in May 2008. He was promoted to Vice President, Chief Financial Officer and Treasurer in January 2009, was named Senior Vice President of Finance, Chief Financial Officer and Treasurer in January 2010, Executive Vice President of Finance and Chief Financial Officer in February 2015, and reassumed the added role of Treasurer in March 2016. From 1995 to 2002, Mr. Cusick worked for Cadence Design Systems (and OrCAD, a company acquired by Cadence in 1999), which operates in the electronic design automation industry, in various financial management positions. From 1990 to 1995, Mr. Cusick was an accountant with KPMG LLP. Mr. Cusick is a member of the board of directors of Barrett Business Services, Inc. Mr. Cusick is a certified public accountant.

Each of the above executive officers will continue to participate in the same compensation programs as in their prior roles.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Press Release dated June 6, 2017.

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.

	COLUMBIA SPORTSWEAR COMPANY
Dated: June 6, 2017	By:	/s/ PETER J. BRAGDON
		Peter J. Bragdon
		Executive Vice President, Chief Administrative Officer, General Counsel, and Secretary

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated June 6, 2017.

EX-99.1

Exhibit 99.1

Analysts/Investors:

Ron Parham

Sr. Director of Investor Relations

& Corporate Communications

Columbia Sportswear Company

(503) 985-4584

rparham@columbia.com

Media

Scott Trepanier

Global Brand Director

Columbia Sportswear Company

(503) 985-4183

strepanier@columbia.com

COLUMBIA SPORTSWEAR COMPANY ANNOUNCES

STRATEGIC REALIGNMENT OF CORPORATE LEADERSHIP TEAM

PORTLAND, Ore. – June 6, 2017 – Columbia Sportswear Company (Nasdaq:COLM), a leading innovator in the active outdoor apparel, footwear, accessories, and equipment industries, today announced a strategic realignment of its corporate leadership team as part of the on-going organizational assessment launched by the company in the first quarter of 2017.

“We have established strong momentum behind our portfolio of dynamic brands,” commented President and Chief Executive Officer Tim Boyle. “We are committed to being a brand-led, consumer-first organization with clarity in strategy and direction across brands, regions and channels. I am confident that the leadership structure we are announcing today will enhance our ability to successfully execute on our strategic plan and to further drive sustainable, profitable growth.”

Boyle, who has served as Chief Executive Officer of the company since 1988, has resumed the role of President, which he previously held until 2015, in addition to his role as Chief Executive Officer.

Effective July 1, 2017, several members of the senior leadership team will be elevated to new roles or take on additional responsibilities.

• Tom Cusick will be promoted to Executive Vice President and Chief Operating Officer. Cusick is a 14-year company veteran who has advanced through progressive financial management roles, serving as Executive Vice President of Finance and Chief Financial Officer since 2015. He will continue to act as Chief Financial Officer and Treasurer until a successor is appointed.

• Peter Bragdon, a 15-year company veteran who has served as Executive Vice President, Chief Administrative Officer, General Counsel, and Secretary of the company since 2015, will assume oversight of the company’s international distributor business and expand his leadership of government affairs, external relations and corporate communications, in addition to his current responsibilities.

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• Franco Fogliato will be promoted to Executive Vice President, Americas General Manager. Fogliato joined the company in 2013 and has served as the company’s Senior Vice President, General Manager – EMEA region since 2016. In his new role, Fogliato will oversee the company’s wholesale and direct-to-consumer sales functions in North America.

• Joe Boyle will be promoted to Executive Vice President, Columbia^® Brand President and will be responsible for leading the creation of Columbia brand apparel, footwear, accessories, and equipment globally. Boyle joined the company in 2005 and has served as Senior Vice President of Columbia Brand Merchandising and Design since 2015.

• Doug Morse, who joined the company in 1995, will be promoted to Senior Vice President, Emerging Brands and APAC. In his new role, Morse will direct the brand leaders at the company’s Mountain Hardwear^®, prAna^® and Sorel^® brands and will oversee the company’s businesses in Japan, China and Korea.

• Matthieu Schegg will be promoted to Vice President, EMEA General Manager where he will oversee the company’s wholesale and direct-to-consumer sales functions in Europe. Schegg has served as Director of Sales for Europe Direct since he joined the company in 2015.

All six executives will report directly to CEO Tim Boyle.

About Columbia Sportswear Company

Columbia Sportswear Company has assembled a portfolio of brands for active lives, making it a leader in the global active lifestyle apparel, footwear, accessories, and equipment industry. Founded in 1938 in Portland, Oregon, the company’s brands are today sold in approximately 90 countries. In addition to the Columbia^® brand, Columbia Sportswear Company also owns the Mountain Hardwear^®, SOREL^®, prAna^®, and OutDry^® brands. To learn more, please visit the company’s websites at www.columbia.com, www.mountainhardwear.com, www.sorel.com, www.prana.com, and www.outdry.com.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws, including statements regarding anticipated results, profitability and growth. Forward-looking statements often use words such as “will,” “anticipate,” “estimate,” “expect,” “should,” and “may” and other words and terms of similar meaning or reference future dates. The company’s expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis; however, each forward-looking statement involves a number of risks and uncertainties, including those set forth in this document, those described in the company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and those that have been or may be described in other reports filed by the company, including reports on Form 8-K.

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