Sector: Consumer Discretionary
POLARIS INC · Meeting: April 30, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Election of three Class II directors for three-year terms ending in 2029
Against Analysis
Mr. Bilicic has served since 2017 and his tenure fully overlaps the period during which Polaris stock fell 45% while the company's own compensation peers gained 33% on average — a gap of 78 percentage points, far exceeding the 20-point threshold that triggers an AGAINST vote; the 5-year track record is equally poor (stock down 55%, peers up 22%), so no long-term mitigant applies.
Mr. Hendrickson has served since 2011 and his tenure fully overlaps the period during which Polaris stock fell 45% while the company's own compensation peers gained 33% on average — a gap of 78 percentage points, far exceeding the 20-point threshold that triggers an AGAINST vote; the 5-year track record is equally poor (stock down 55%, peers up 22%), so no long-term mitigant applies.
Ms. Henricks has served since 2015 and her tenure fully overlaps the period during which Polaris stock fell 45% while the company's own compensation peers gained 33% on average — a gap of 78 percentage points, far exceeding the 20-point threshold that triggers an AGAINST vote; the 5-year track record is equally poor (stock down 55%, peers up 22%), so no long-term mitigant applies.
For Analysis
All three Class II nominees — Bilicic (since 2017), Hendrickson (since 2011), and Henricks (since 2015) — have board tenures that fully overlap a severe and sustained period of stock underperformance. Polaris shares fell 45% over three years while the company's own 20-company peer group gained 33%, a gap of 78 percentage points that far exceeds the 20-point policy threshold for companies with negative absolute returns. The five-year picture is no better (stock down 55% vs. peers up 22%), eliminating the long-term mitigant. All three directors receive an AGAINST vote. No overboarding, attendance, or independence issues were identified for any nominee.
CEO
Michael T. Speetzen
Total Comp
$11,144,637
Prior Support
72%%
Polaris paid its CEO $11.1 million in total compensation for 2025, a year in which the company reported a net loss of $466 million, adjusted EBITDA fell 35%, and the stock underperformed the company's own peer group by 78 percentage points over three years — the definition of pay not aligned with shareholder experience. The annual bonus paid out at 166% of target based on an Adjusted EBITDA metric that excluded $330 million in losses related to the Indian Motorcycle divestiture and $156 million in impairment charges, meaning the metric used to justify above-target bonuses bore little resemblance to the company's actual financial results as reported to shareholders. Most concerningly, the committee eliminated performance-based stock awards (PRSUs) entirely in 2025, replacing them with time-vested restricted stock units that deliver value to executives regardless of whether Polaris stock recovers — at a moment when shareholders are sitting on a 45% three-year loss, removing the one tool most directly tied to stock price recovery sends exactly the wrong signal about pay-for-performance commitment.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,971,500
Non-Audit Fees
$455,290
Non-audit fees (audit-related fees of $247,200 plus tax fees of $208,090, totaling $455,290) represent approximately 11.5% of audit fees of $3,971,500, well within the 50% threshold; EY is a Big 4 firm appropriate for Polaris's size and complexity; auditor tenure is not disclosed in the filing so no tenure trigger can fire; no material restatements were identified.
The 2026 Polaris annual meeting presents a ballot where all three director nominees receive AGAINST votes due to severe and sustained stock underperformance — Polaris shares fell 45% over three years while the company's own compensation peers gained 33%, a 78-percentage-point gap that far exceeds policy thresholds — and the Say on Pay vote also receives an AGAINST given that above-target bonuses were paid in a year of reported losses, the performance equity program was eliminated, and the resulting pay structure is misaligned with the shareholder experience. The auditor ratification is the sole proposal warranting a FOR vote, as Ernst & Young's non-audit fees are a modest 11.5% of audit fees and no other disqualifying conditions are present.
20 companies disclosed in 2026 proxy filing
