Polaris Inc. (PII) Earnings Call Transcript & Summary

Good morning, everyone. Before turning it over to our interim CEO, let me cover a few housekeeping items related to today's virtual shareholder meeting. If you have not yet voted and wish to vote, or if you wish to revoke or change a previously submitted proxy, you may do so by clicking the Vote Here button on your screen. You will notice your control number provided on your proxy card or notice of Internet availability to vote your shares. In addition, logging in with your control number allows you to submit questions. We have reserved time after the formal meeting to address any questions. If you would like to submit a question, please type it into the box at the bottom of your screen. For any general business questions about the company, please contact our Investor Relations Department at [email protected]. I will now turn the meeting over to Mike Speetzen, Interim CEO of Polaris Industries.

Thank you, Richard. Good morning, everyone, and welcome to Polaris' 2021 Annual Shareholders' Meeting. On behalf of our directors, officers and employees, thank you for joining us today. A representative from Ernst & Young, our independent auditor, is present and available for questions. Before I turn it over to Lucy, I want to take this opportunity to recognize Annette Clayton, who is retiring after 18 years of service on the Board. On behalf of Polaris, we thank Annette and her dedication and many contributions to the company. I will now turn the meeting over to the Corporate Secretary, Lucy Clark Dougherty, to proceed with the formal portion of the meeting.

Thank you, Mike. Good morning. Let me begin with a few procedural matters. The agenda and rules of conduct that we will follow for this virtual annual meeting have been made available on your screen. I encourage any shareholder who has not voted or wishes to revoke or change a previously submitted proxy to do so now. As mentioned earlier, please use the Vote Here button on your screen if you wish to vote. The notice of the annual meeting was mailed beginning on March 16, 2021, to shareholders of record on March 1, 2021. As a result, the meeting is being held pursuant to proper notice. A quorum is present online and by proxy, so we will proceed with the business of the meeting. Proxy votes will be tabulated, and the preliminary announcement of results will be made at the end of the formal portion of the meeting. Bob Mack and Ken Pucel are the designated proxies, and will vote the shares for which proxies are received in accordance with the authority granted to each of them. [ Jan Castillo ] of Broadridge Financial Solutions; and John Melsen, Vice President and Corporate Controller for Polaris, are serving as Inspectors of Election. We have 3 proposals on the meeting agenda today. Details for these proposals were provided in your proxy materials. The first item under consideration is the election of 2 Class III Directors for a 3-year term ending at the annual meeting in 2024. The Class III nominees are: Kevin Farr and John Wiehoff. The second item for consideration is the ratification of the selection of Ernst & Young as the company's independent registered public accounting firm for fiscal year 2021. And the third item for consideration is the advisory vote to approve the compensation of the company's named executive officers. We will pause for a short period to allow any final votes to be cast. [Voting]

I now declare the polls closed, and ask the election inspectors to prepare a preliminary report of the vote. Ms. Castillo has provided me with the preliminary vote results, which show that each Class III Director nominee received a majority of votes cast and has been elected to the Board; that the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal 2021 has been approved by a majority of the votes cast; and finally, that the company's compensation has been approved on an advisory basis by a majority of the votes cast. The formal portion of this meeting is now concluded, and the formal meeting is adjourned. We will now move to the Q&A portion of the meeting. If a question has been submitted that is not answered during the meeting, we will have a representative of the company contact you after the meeting to follow-up.

Okay. We do have one question. I'll repeat the questions, and then we'll have someone answer. So the question is related to our independent auditors, Ernst & Young. They have been our auditing firm since 2002. And the question is about rotation of auditors or the principal partner at Ernst & Young. So I think our interim CFO, Bob Mack, will answer that question. Bob?

Sure. Thanks, Richard. The process we use, the firm has the policy where the lead partner rotates every 5 years. And for Polaris, that will happen at the end of this year. So for 2022, we'll have a new lead partner on the Ernst & Young engagement. And the process by which that partner selected is Ernst & Young proposes a few different potential new partners, and they are interviewed by myself; Mike Speetzen, the interim CEO; and the Chair of our Audit Committee, Kevin Farr. And then we agree with Ernst & Young on the next partner, and that partner will take over at the beginning of 2022.

Okay. Thank you, Bob. I think, at this point, we just want to thank you for participating in our meeting today. If you submitted a question that we didn't answer, we will follow-up with you shortly. If you have any additional questions, you obviously can submit them to [email protected]. Thank you again for your continued investment in Polaris. Good day.