15 unchanged sentences
Other Information
+Added: Securities Trading Plans
+Added: On November 9, 2023, Sabrina L.
+Added: Simmons, a director, adopted a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (the "Plan") related to 2,093 restricted stock units (the "Award").
+Added: The Plan calls for the disposition of (a) 25% of the Award on the day after the shares have vested and (b) 33% of the remaining Award on the second day after the shares have vested.
+Added: The Plan will expire on the earlier of (a) May 17, 2024, (b) the first date on which all trades have been executed, or (c) as soon as practicable following the date of any written notices resulting in plan termination.
COLUMBIA SPORTSWEAR COMPANY | 2023 FORM 10-K | 70
+Added: No other "Rule 10b5-1 trading arrangements" or “non-Rule 10b5-1 trading arrangements” (as each term is defined by Regulation S-K Item 408(a)) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the fourth quarter of 2023.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
+Added: COLUMBIA SPORTSWEAR COMPANY | 2023 FORM 10-K | 71
DIRECTORS, EXECUTIVES OFFICERS AND CORPORATE GOVERNANCE
6 unchanged sentences
The sections of our 2024 Proxy Statement entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and "EQUITY COMPENSATION PLAN INFORMATION" are incorporated herein by reference.
−Removed: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The sections of our 2023 Proxy Statement entitled "CORPORATE GOVERNANCE - Certain Relationships and Related Person Transaction" and "CORPORATE GOVERNANCE - Board Structure - Independence" are incorporated herein by reference.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
20 unchanged sentences
(2) Amounts included in this column primarily relate to foreign currency translation.
+Added: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
+Added: The sections of our 2024 Proxy Statement entitled "CORPORATE GOVERNANCE - Certain Relationships and Related Person Transaction" and "CORPORATE GOVERNANCE - Board Structure - Independence" are incorporated herein by reference.
EXHIBIT INDEX
8 unchanged sentences
Additional information about Columbia may be found elsewhere in this Annual Report on Form 10-K and Columbia's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
+Added: COLUMBIA SPORTSWEAR COMPANY | 2023 FORM 10-K | 73
3.1 Third Restated Articles of Incorporation (incorporated by reference to exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000) (File No.
2 unchanged sentences
3.2 2023 Amended and Restated Bylaws of Columbia Sportswear Company (incorporated by reference to exhibit 3.2 to the Company's Form 8-K filed on February 1, 2023) (File No.
−Removed: COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-K | 72
4.1 See Article II of Exhibit 3.1, as amended, and Article I of Exhibit 3.2.
20 unchanged sentences
+ 10.11 Long Term Cash Incentive Plan of Columbia Sportswear Company, effective January 1, 2019 (incorporated by reference to exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019) (File No.
+Added: COLUMBIA SPORTSWEAR COMPANY | 2023 FORM 10-K | 74
+ 10.12 Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's Long-Term Incentive Cash Plan granted on or after January 1, 2019 (incorporated by reference to exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019) (File No.
+ 10.13 Executive Incentive Compensation Plan, as amended (incorporated by reference to exhibit 10.3 to the Company's Quarterly report on Form 10-Q for the quarterly period ended March 31, 2019) (File No.
+Added: E xecutive In centive C ompensati on P lan , effective January 1, 2024.
Columbia Sportswear Company Second Amendment Change in Control Severance Plan (incorporated by reference to exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017) (File No.
Amended and Restated Credit Agreement dated April 17, 2019 among Columbia Sportswear Company, Wells Fargo Bank, National Association, as the administrative agent for the lenders and as a lender, and Bank of America, N.A., as a lender (incorporated by reference to the Company's Form 8-K filed on April 22, 2019) (File No.
−Removed: COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-K | 73
First Amendment to Amended and Restated Credit Agreement dated March 26, 2020, among Columbia Sportswear Company, Wells Fargo Bank, National Association, as the administrative agent for the lenders and as a lender, and Bank of America, N.A., as a lender (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed on April 1, 2020) (File No.
5 unchanged sentences
Form of Indemnity Agreement for Directors (incorporated by reference to exhibit 10.17 to the Company's Registration Statement Filed on Form S-1 filed on December 24, 1997) (File No.
−Removed: + 10.21(a) Form of Indemnity Agreement for Directors and Executive Officers (incorporated by reference to exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004) (File No.
+Added: Form of Indemnity Agreement for Directors and Executive Officers (incorporated by reference to exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004) (File No.
1999 Employee Stock Purchase Plan, as amended (incorporated by reference to exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001) (File No.
2 unchanged sentences
Form of Nonstatutory Stock Option Agreement for stock options granted under the Company's 2020 Stock Incentive Plan (incorporated by reference to exhibit 10.2 to the Company's Form 8-K, filed on June 4, 2020) (File No.
+Added: F orm of Non statutory Stock O ption Agreement for stock options granted under the Company's 2020 Stock In centive Plan , on or after February 13, 2024.
Form of Restricted Stock Units Award Agreement for restricted stock units granted under the Company's 2020 Stock Incentive Plan (incorporated by reference to exhibit 10.3 to the Company's Form 8-K, filed on June 4, 2020) (File No.
1 unchanged sentence
Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's 2020 Stock Incentive Plan (incorporated by reference to exhibit 10.5 to the Company's Form 8-K, filed on June 4, 2020) (File No.
−Removed: 10.29 Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's 2020 Stock Incentive Plan on or after April 21, 2022.
−Removed: 10.30 Form of Performance-Based Restricted Stock Units Award Agreement for performance-based restricted stock units granted under the Company's 2020 Stock Incentive Plan on or after April 21, 2022.
+Added: Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's 2020 Stock Incentive Plan on or after April 21, 2022 (in corporated by reference to exhibit 10.29 to the Company's A nnual Report on F orm 10-K for the ye ar end ed December 31, 2022) (File No.
+Added: Form of Performance-Based Restricted Stock Units Award Agreement for performance-based restricted stock units granted under the Company's 2020 Stock Incentive Plan on or after April 21, 2022 (incorporated by reference to exhibit 10.
+Added: 30 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022) (File No.
+Added: F orm of Restricted Stock Units Award Agreement for restricted stock units granted under the Company's 20 20 Stock Incentive Plan , on or after February 13, 2024.
+Added: Columbia Sportswear Company Third Amendment Change in Control Severance Plan (incorporated by reference to exhibit 10.
+Added: 1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 ) (File No.
21.1 Subsidiaries of the Company.
+Added: COLUMBIA SPORTSWEAR COMPANY | 2023 FORM 10-K | 75
23.1 Consent of Deloitte & Touche LLP.
7 unchanged sentences
Swanson, Executive Vice President and Chief Financial Officer.
+Added: 97.1 Columbia Sportswear Company 2023 Incentive Compensation Recovery Policy
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
8 unchanged sentences
Confidential portions of this exhibit have been separately filed with the Securities and Exchange Commission.
−Removed: COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-K | 74
* Incorporated by reference to the Company's Registration Statement on Form S-1 (Reg.
−Removed: COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-K | 75
FORM 10-K SUMMARY
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Culver Director
+Added: /s/ CHARLES D.
+Added: Denson Director
/s/ KEVIN MANSELL
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.