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): April 27, 2020 (April 27, 2020)

 Vista Outdoor Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	001-36597		47-1016855
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
1 Vista Way	Anoka	MN	55303
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code:  (763) 433-1000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01	VSTO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 April 27, 2020 (the “Effective Date”), the board of directors of Vista Outdoor Inc. (the “Company”) appointed Sudhanshu Priyadarshi to the position of Senior Vice President and Chief Financial Officer.

Prior to joining the Company, Mr. Priyadarshi, age 43, served as the Chief Financial Officer of Flexport, Inc., a digital freight forwarder and logistics platform, from 2018 to 2019. He served as Vice President of Finance for Walmart, Inc.’s eCommerce business from 2017 to 2018 and Vice President, Finance and Strategy within Walmart’s U.S. finance leadership team from 2016 to 2017. From 2013 to 2016, Mr. Sudhanshu served as Global Head of Strategy and Corporate Development and then Global Chief Operating Officer for Cipla Ltd., a global pharmaceutical products company headquartered in India. From 1999 to 2013, Mr. Priyadarshi worked for PepsiCo, Inc. in a variety of finance, planning and strategy-related roles.

In connection with Mr. Priyadarshi’s appointment to the position of Senior Vice President and Chief Financial Officer, the Company entered into an offer letter agreement with Mr. Priyadarshi (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Mr. Priyadarshi will receive an annual base salary of $515,000 and will be eligible to participate in the Company’s Executive Officer Incentive Plan, with a target annual bonus payment of 75% of his base salary. Mr. Priyadarshi will also be eligible to participate in the Company’s long-term equity incentive plan, with a target annual long-term incentive award equal to 150% of his base salary. Pursuant to the terms of the Offer Letter, Mr. Priyadarshi will be granted his fiscal year 2021 long-term incentive award on the Effective Date, which will be comprised of a restricted stock unit award with a grant date fair value of $320,000 and a performance share award with a grant date fair value of $480,000. Mr. Priyadarshi will also be eligible to participate in the benefits programs generally available to the Company’s executive officers.

Mr. Priyadarshi will participate in the Company’s Executive Severance Plan, which provides for, among other things, a cash payment equal to 12 months of his base salary in the event of the termination of his employment without cause by the Company. He will also be eligible to participate in the Company’s Income Security Plan and Executive Severance Plan, which provides for severance payments under certain circumstances following a change-in-control of the Company.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Offer Letter attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 10.1 and incorporated herein by reference. A copy of the press release announcing the appointment of Mr. Priyadarshi as Senior Vice President and Chief Financial Officer of the Company is filed as Exhibit 99.1 to this Current Report and incorporated herein by reference.

In connection with Mr. Priyadarshi’s appointment, Miguel “Mick” Lopez will be stepping down as Senior Vice President and Chief Financial Officer of the Company as of the Effective Date and will be leaving the Company following a transition period. Mr. Lopez will receive cash severance equal to 12 months of his current base salary, or $515,000, payable in 26 bi-weekly payments, and the other severance benefits to which he would be entitled in the event of a termination without cause under the Company’s Executive Severance Plan, Amended and Restated 2014 Stock Incentive Plan, and forms of restricted stock unit, non-qualified stock option, and performance growth award agreements, each described in more detail under “Potential Payments Upon Termination or Change in Control” in the Company’s Fiscal Year 2019 Proxy Statement, filed with the Securities and Exchange Commission on June 21, 2019. In consideration for Mr. Lopez’s agreement to assist with the transition of his duties to Mr. Priyadarshi and with the completion of the audit of the Company’s annual financial statements for Fiscal Year 2020, Mr. Lopez will also receive accelerated vesting of 9,495 shares of the Company’s common stock under a restricted stock unit award granted to Mr. Lopez on March 12, 2019.

Item 8.01. Other Events

On April 27, 2020, the Company issued a press release announcing the changes to management described in Item 5.02 of this Current Report on Form 8-K and providing an update on the impact of the COVID-19 pandemic to its operations. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)                                 Exhibits.

1

Exhibit No.	Description
10.1	Offer Letter between Vista Outdoor Inc. and Sudhanshu Priyadarshi
99.1	Vista Outdoor Inc. press release, dated April 27, 2020
104	Inline XBRL for the cover page of this Current Report on Form 8-K.

2

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.

			VISTA OUTDOOR INC.
		By:	/s/ Dylan S. Ramsey
		Name:	Dylan S. Ramsey
		Title:	Vice President, General Counsel & Corporate Secretary
Date:	April 27, 2020

3

EX-10.1

March 17, 2020

Dear Sudhanshu,

Congratulations! I am pleased to provide you with this offer for the position of Senior Vice-President, Chief Financial Officer, reporting to me. This letter sets forth the key elements of the offer.

This position is located in Scotts Valley, CA and this offer is contingent upon a mutually agreed start date.

Your compensation package includes a base salary annualized at $515,000 per year, paid biweekly. Also, for Fiscal Year 2021 (April 1, 2020 – March 31, 2021), you will be a Band 19 in our executive compensation structure. As a result, you are eligible to participate in our Executive Officer Incentive Plan at a target annual bonus payment of 75% of base salary ($386,250 at target), with a maximum payout of up to 150% of base salary. Bonuses are paid within 2 ½ months after the end of Vista Outdoor’s fiscal year (by June 15th) and subject to the terms and conditions of the Executive Officer Incentive Plan. Bonus payments are not guaranteed and will be based on fiscal year end results of Vista Outdoor, as well as your personal performance. Any bonus payment earned for our Fiscal Year 2021 (FY21), will not be prorated, provided that your start date is on or before May 1, 2020. 

As a Band 19 executive, you will also be eligible to participate in Vista Outdoor’s long term (equity) incentive plan as a part of your annual compensation package, with your target incentive equal to 150% (approximately $772,500) of your base salary. For FY21, your grant will be $800,000. You will be granted your FY21 award as of your first day of employment. The timing, amount, form and terms of your annual equity grants are determined by the Management Development and Compensation Committee (“MDCC”) of the Board of Directors of Vista Outdoor. For FY21 your annual grant will be made 40% in Restricted Stock Units (“RSUs") and 60% in Performance Shares.

• RSUs. Your RSU grant will be governed by the terms of our standard RSU award agreement, which, among other things, provides for vesting in three equal installments on the first, second and third anniversaries of the grant date, provided that you are employed by Vista Outdoor through the applicable vesting date. The grant date value of the RSU award will be $320,000 (40% of the total value of your LTI award).

• Performance Shares. Your Performance Share grant will be governed by the terms of our standard Performance Share award agreement, which, among other things, provides for vesting, if at all, after a three-year performance period (April 1, 2020 through March 31, 2023), with the amount vesting based on actual achievement relative to performance criteria approved by the MDCC. The grant date value of the Performance Share award will be $480,000 (60% of the total value of your LTI award). Depending on company performance over the performance period, your Performance Share award will pay out in a number of Vista Outdoor common shares up to 200% of the Performance Shares awarded.

Your award will be subject to the applicable terms and conditions of the Vista Outdoor long-term incentive plan, your award agreements and the other materials provided to you through E*Trade Financial, our stock plan administrator, at the time you accept your grants. 

As a regular status full-time employee, you will also be immediately eligible to participate in the Vista Outdoor benefits programs applicable to the Company’s Executive Officers. The benefits package is described in summary plan documents that will be provided to you in a separate communication. It includes Paid Time-Off (PTO) accrual beginning at 6.15 hours per pay period (4 weeks per year), and participation in the Vista Outdoor Executive Severance Plan, which provides for, among other things, a cash payment equal to 12 months of your base salary in the event of the termination of your employment without cause by Vista Outdoor.

As an Executive Officer of Vista Outdoor, you will also participate Vista Outdoor’s Income Security Plan, which provides for certain benefits in the event that your employment is terminated following a “Change in Conotrol” as defined in the Income Security Plan. Vista Outdoor’s Income Security Plan is described in further detail in the Company’s Proxy Statement dated as of June 21, 2019.

To comply with the U.S. Immigration Act of 1986, on your first day at work, you will be filling out the U.S. Citizenship and Immigration Services Form I-9, “Employment Eligibility Verification.” Please review the attached list of acceptable documents and bring appropriate documentation of your choosing with you when you report to work at our facility.

Vista Outdoor must also comply with U.S. import/export laws. The position we are offering may expose you to controlled technical data as defined by U.S. export laws, so you must be either a U.S. Citizen or a U.S. Person as that term is defined by statute. For your convenience, we have identified the following documents from the Form I-9, which will also establish your status as a U.S. Citizen or U.S. Person: unexpired U.S. passport; Certificate of U.S. Citizenship (INS Form N-560 or N-561); Certificate of Naturalization (INS Form N-550 or N-570); unexpired foreign passport with I-551 stamp; Alien Registration Receipt Card with Photograph (INS Form I-551); or an original or certified copy of your U.S. Birth Certificate plus one of the photo containing documents listed in List B of the Form I-9.

Vista Outdoor does not want you to bring any proprietary information, customer lists, records, trade secrets, or any other property that belongs to any former employer. All such information should be returned to your previous employer(s) before joining Vista Outdoor. Vista Outdoor will not ask you to use or disclose any other entity’s confidential or proprietary information or property in performing your job. Please carefully review the attached Confidentiality and Invention Assignment Agreement; it contains valuable information regarding your obligations toward Vista Outdoor and Vista Outdoor customer proprietary and confidential information. All employees are required to sign the Confidentiality and Invention Assignment Agreement as a term and condition of employment at Vista Outdoor.

The terms of this employment offer do not constitute an employment agreement; your pay and benefits will follow Vista Outdoor’s compensation and benefits programs which are subject to change. Vista Outdoor reserves the right, in its discretion, to modify or terminate its compensation and benefits programs at any time, including without limitation adjusting any bonus or equity targets, grants or payouts for performance or other reasons.

All employment at Vista Outdoor is at the mutual will of Vista Outdoor and the employee and either party may terminate the employment relationship at any time and for any reason, with or without cause or notice. The at-will employment relationship cannot be altered, unless it is done so in writing and signed by Vista’s Chief Executive Officer. Failure to accurately and completely provide information requested during the hiring process may lead to this employment offer being revoked or the termination of your employment.

Sudhanshu, I am truly excited to extend this offer to you and look forward to the contributions you will make at Vista Outdoor. To confirm acceptance of this employment offer, please sign, date and return this offer letter to me.

Sincerely,

/s/ Chris Metz

Chris Metz

Chief Executive Officer

Accepted:

/s/ Sudhanshu Priyadarshi

EX-99.1

NEWS RELEASE

For Immediate Release

Media Contact

Fred Ferguson

(571) 457-9082

Investor Contact
Kelly Reisdorf
(763) 433-1028 mailto:investor.relations@vistaoutdoor.com

Vista Outdoor Appoints Sudhanshu Priyadarshi as Chief Financial Officer

Provides COVID-19 Business Update

Provides Preview of Strong Fourth Quarter and FY20 Results

Anoka, Minnesota, April 27, 2020 – Vista Outdoor Inc. (NYSE: VSTO) a global designer, manufacturer and marketer of products in the outdoor sports and recreation markets, today provided an update on its business operations and liquidity in light of the impact of the COVID-19 pandemic and announced the appointment of Sudhanshu Priyadarshi as Vista Outdoor’s Senior Vice President and Chief Financial Officer. Priyadarshi succeeds Mick Lopez, who will be leaving the Company after a transition period. The Company believes it has the support and financial flexibility required to navigate the COVID-19 pandemic’s impact on the global economy.

Chris Metz, Vista Outdoor Chief Executive Officer, said, “During these unprecedented times, we are focused on protecting the health and safety of our employees and their families. Thousands of Vista Outdoor employees continue to come to work. Many of our operations have been designated as essential by the US government as our customers include our nation’s armed forces, law enforcement and other critical functions. We are following guidelines issued by health and safety authorities and have made numerous modifications to our business practices to ensure safety and mitigate risk to our employees while they fulfill an important mission in support of America’s response to COVID-19.”

CFO Leadership Transition

Vista Outdoor’s appointment of Sudhanshu Priyadarshi as Senior Vice President and Chief Financial Officer is effective today. Priyadarshi is a global retail finance and operating leader with more than 20 years of experience. He most recently worked as CFO of Flexport and before that, VP of Finance for Walmart’s e-commerce business. Priyadarshi began his career at PepsiCo, spending 14 years there in a variety of finance, planning and strategy-related roles, concluding as CFO for PepsiCo’s Global R&D and Global Nutritional Platforms. Priyadarshi assumes the role from Mick Lopez, who will be leaving the Company after a transition period.

Metz continued, “We are excited to welcome Sudhanshu to the Vista Outdoor leadership team. We believe that Sudhanshu’s demonstrated track record of success in e-commerce, deep strategic and financial expertise, and extensive experience in consumer products and retail will be tremendous asset as we move to the next phase of our transformation and sharpen our focus on e-commerce and organic growth. I look forward to working closely with Sudhanshu as we navigate these turbulent and dynamic times while keeping focus on Vista Outdoor’s mission and ambitious objectives.”

Priyadarshi added, “I am honored to join Vista Outdoor as its new Chief Financial Officer and look forward to partnering with Chris and the leadership team as we enter in to our next phase of growth”.

“Mick Lopez, who has served as Chief Financial Officer during the past two years, has played a critical role in partnering with me in our Company’s transformation,” said Metz. “He has been instrumental in helping us successfully drive cost out of our business, right size our operating model, execute strategic portfolio divestitures, and reduce our financial leverage. Mick also led our transition to a flexible, low-cost and scalable capital structure that will support our future growth and help us navigate the economic disruption from the COVID-19 pandemic. He has built a strong financial team, which will enable a smooth transition. We thank Mick for his leadership and his strong contribution to Vista Outdoor and wish him well in his future endeavors.”

Business Update

“During the fourth quarter, we saw strong demand within our commercial ammunition, cycling and outdoor cooking categories and achieved record year-over-year growth across many of our brands through our direct-to-consumer e-commerce channel,” said Metz. “We had a strong fourth quarter and are able to affirm we expect be within our guidance range for Sales and to exceed our guidance for Free Cash Flow. We anticipate a non-cash impairment charge for goodwill and trade names in our fourth quarter, which will negatively impact our GAAP EPS. At the same time, we expect to exceed our adjusted EPS guidance. We have continued to aggressively pay down our outstanding debt balance and manage our working capital needs, and we expect to enter our fiscal year 2021 with more than $150 million in available liquidity under our asset-based revolving credit facility. In total, we have enacted plans that we believe will provide us with the financial flexibility to navigate the turbulent quarters ahead while continuing to provide consumers with innovative products that will help them enjoy their favorite outdoor pursuits during these difficult times.”

Management will provide a full update on the company’s results and outlook when Vista Outdoor reports fourth quarter results on May 7, 2020. The call can be accessed at Vista Outdoor’s website: http://investors.vistaoutdoor.com/event. For those who cannot participate in the live webcast, a telephone recording of the conference call will be available. The telephone number is 719-457-0820, and the confirmation code is 3381529. The recording will be available for one month after the call.

About Vista Outdoor Inc.

Vista Outdoor is a global designer, manufacturer and marketer of consumer products in the outdoor sports and recreation markets. The company has a portfolio of well-recognized brands that provide consumers with a wide range of performance-driven, high-quality and innovative products for individual outdoor recreational pursuits. Vista Outdoor products are sold direct and at leading retailers and distributors worldwide. For news and information, visit www.vistaoutdoor.com or follow us on Twitter @VistaOutdoorInc and Facebook at www.facebook.com/vistaoutdoor

Forward-Looking Statements

Certain statements in this press release and other oral and written statements made by Vista Outdoor from time to time are forward-looking statements, including those that discuss, among other things: Vista Outdoor’s plans, objectives, expectations, intentions, strategies, goals, outlook or other non-historical matters; projections with respect to future revenues, income, earnings per share or other financial measures for Vista Outdoor; and the assumptions that underlie these matters. The words ‘believe’, ‘expect’, ‘anticipate’, ‘intend’, ‘aim’, ‘should’ and similar

expressions are intended to identify such forward-looking statements.  To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking information provided by the Private Securities Litigation Reform Act of 1995. Numerous risks, uncertainties and other factors could cause Vista Outdoor’s actual results to differ materially from expectations described in such forward-looking statements, including the following: impacts from the COVID-19 pandemic on Vista Outdoor’s operations, the operations of our customers and suppliers and general economic conditions;  general economic and business conditions in the United States and Vista Outdoor’s other markets outside the United States, including conditions affecting employment levels, consumer confidence and spending, conditions in the retail environment, and other economic conditions affecting demand for our products and the financial health of our customers; Vista Outdoor’s ability to attract and retain key personnel and maintain and grow its relationships with customers, suppliers and other business partners, including Vista Outdoor’s ability to obtain acceptable third party licenses; Vista Outdoor’s ability to adapt its products to changes in technology, the marketplace and customer preferences, including our ability to respond to shifting preferences of the end consumer from brick and mortar retail to online retail; Vista Outdoor’s ability to maintain and enhance brand recognition and reputation; others' use of social media to disseminate negative commentary about us and boycotts; reductions in or unexpected changes in or our inability to accurately forecast demand for ammunition, accessories or other outdoor sports and recreation products; risks associated with Vista Outdoor’s sales to significant retail customers, including unexpected cancellations, delays and other changes to purchase orders; supplier capacity constraints, production disruptions or quality or price issues affecting Vista Outdoor’s operating costs; Vista Outdoor’s competitive environment; risks associated with diversification into new international and commercial markets including regulatory compliance; changes in the current tariff structures; the supply, availability and costs of raw materials and components; increases in commodity, energy and production costs; changes in laws, rules and regulations relating to Vista Outdoor’s business, such as federal and state ammunition regulations; Vista Outdoor’s ability to realize expected benefits from acquisitions and integrate acquired businesses; Vista Outdoor's ability to execute our strategic transformation plan, including our ability to realize expected benefits from the successful divestiture of non-core brands and profitability improvement initiatives; Vista Outdoor’s ability to take advantage of growth opportunities in international and commercial markets; foreign currency exchange rates and fluctuations in those rates; the outcome of contingencies, including with respect to litigation and other proceedings relating to intellectual property, product liability, warranty liability, personal injury and environmental remediation; risks associated with cybersecurity and other industrial and physical security threats; capital market volatility and the availability of financing; changes to accounting standards or policies; and changes in tax rules or pronouncements. You are cautioned not to place undue reliance on any forward-looking statements we make. Vista Outdoor undertakes no obligation to update any forward-looking statements except as otherwise required by law. For

further information on factors that could impact Vista Outdoor, and statements contained herein, please refer to Vista Outdoor’s filings with the Securities and Exchange Commission.

XML

Cover Page	Apr. 27, 2020
Cover page.
Document Type	8-K
Document Period End Date	Apr. 27, 2020
Entity Registrant Name	Vista Outdoor Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36597
Entity Tax Identification Number	47-1016855
Entity Address, Address Line One	1 Vista Way
Entity Address, City or Town	Anoka
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55303
City Area Code	763
Local Phone Number	433-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01
Trading Symbol	VSTO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001616318
Amendment Flag	false