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Section 1: 8-K (8-K)


Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 19, 2018 (December 17, 2018)
 Vista Outdoor Inc.
(Exact name of registrant as specified in its charter)

(State or other jurisdiction
of incorporation)
File Number)
(I.R.S. Employer Identification

1 Vista Way
Anoka, MN
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (801) 447-3000

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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            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 (§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 o

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.    o


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 19, 2018, the Board of Directors of Vista Outdoor Inc. (“Vista Outdoor” or the “Company”) announced that it has elected Michael Robinson to serve as an independent member of the Board of Directors, effective, December 17, 2018, and appointed him to the Nominating and Corporate Governance and Management Development and Compensation Committees.

Mr. Robinson, age 53, was most recently employed as the Executive Vice President – Customer Experience, Product Management and Digital Revenue at Macy’s Inc. from 2015 to 2018 and was the Senior Vice President – Digital Technology at Macy’s Inc. from 2010 to 2015. Macy’s Inc. is an omni-channel retail organization that operates stores, websites, and mobile applications that sells a range of merchandise, including apparel and accessories for men, women, and children; cosmetics; home furnishings; and other consumer goods. Before joining Macy’s, Mr. Robinson was the Vice President – IT Strategy, Business Planning and Global Corporate Systems Development from 2005 to 2010 at Gap, Inc., an American worldwide clothing and accessories retailer. Prior his employment at Gap, Inc., he was the Associate Partner - Distribution Sector – Retail and Biotech Industries at IBM Business Consulting Services, which is the professional services arm of IBM, from 2001 to 2005. Mr. Robinson also previously held roles at PricewaterhouseCoopers and Johnson & Johnson. Mr. Robinson has been selected to serve as a director due to his leadership and extensive digital technology and ecommerce knowledge gained from over 20 years of experience at several large and complex businesses.

The compensation arrangement with Mr. Robinson, effective as of the date of his appointment on December 17, 2018, includes compensation consistent with other independent member of the Board of Directors discussed in the Director Compensation section of our proxy statement filed with the Securities and Exchange Commission on June 18, 2018, including both cash and equity compensation in the amounts previously approved by the Board of Directors for independent members thereof. In addition, Mr. Robinson received an award of restricted stock units to be made pursuant to the Company’s 2014 Stock Incentive Plan having a value equal to $110,000, which units shall vest in three equal installments on the first, second and third anniversaries of the grant date subject to his continued service on the Board through the applicable vesting date.

Item 9.01. Financial Statements and Exhibits.

(d)                                 Exhibits.



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.

/s/ Scott D. Chaplin
Scott D. Chaplin
Senior Vice President, General Counsel and Secretary
Date: December 18, 2018

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Section 2: EX-99.1 (EXHIBIT 99.1)



News Release

For Immediate Release
Media Contact:
Investor Contact:
Rocky Krivijanski
Kelly Reisdorf
Phone: 571-343-7003
Phone: 763-433-1028

Vista Outdoor Names Michael Robinson to Board of Directors

Anoka, Minnesota, December 19, 2018 — Vista Outdoor Inc. (NYSE: VSTO) today announced that it has named Michael Robinson to its Board of Directors, effective December 17. Robinson will also serve on the Board’s Nominating and Corporate Governance committee and its Management Development and Compensation committee.

“I’m proud to welcome Mike to the Vista Outdoor Board of Directors,” said Board Chairman Mike Callahan. “Mike is a strong addition to our team, with more than 20 years of experience at several large and complex businesses. We believe his vast retail background, ecommerce knowledge, and focus on the customer experience will be a great benefit to our company. He also shares values compatible with our core consumers. These qualities make him ideally suited to join the Board during a time of transition for Vista Outdoor.”

Previously, Robinson was the chief digital officer and head of customer experience at Macy’s and Macy’, reporting to the CEO. He had a seven-year rise through the ranks at Macy’s and was promoted to Executive Vice President of Product Management and Customer Experience in 2015. In this role, Robinson focused on the company’s entire product management portfolio, digital user experiences and omni-channel operations. Before that, he served as Senior Vice President of Digital Technology from 2010 to 2015

Prior to Macy’s, Robinson held multiple positions with Gap, Inc. and IBM Business Consulting. He began his career with Johnson & Johnson and PricewaterhouseCoopers.

Robinson is a graduate of Pennsylvania State University in Finance & Accounting and earned an MBA from Pepperdine University. He lives in San Francisco.

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 provides consumers with a wide range of performance-driven, high-quality and innovative products for individual outdoor recreational pursuits. Vista Outdoor products are sold at leading retailers and distributors across North America and worldwide. Vista Outdoor has manufacturing operations and facilities in 13 U.S. States, Canada, Mexico and Puerto Rico along with international sales and sourcing operations in Asia, Australia, Canada, and Europe. For news and information visit or follow us on Twitter @VistaOutdoorInc and Facebook at


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: 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; use of social media to disseminate negative commentary and boycotts; reductions in or unexpected changes in or our inability to accurately forecast demand for ammunition, firearms or 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 compliance and diversification into international and commercial markets; 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 firearms and 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.

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