{"url_path":"/sec/pii/8-k/2026-06-22/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/931015/0001628280-26-044485-index.html","accession_number":"0001628280-26-044485","cik":"0000931015","ticker":"PII","issuer_name":"Polaris Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/931015/0001628280-26-044485-index.html","primary_entity_key":"0000931015","primary_entity_name":"Polaris Inc."},"word_count":438,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of Director\n\nOn Friday, June 19, 2026, the Board of Directors (the \"Board\") of Polaris Inc. (the \"Company\") appointed Dustin J. Semach to the Board effective immediately. Mr. Semach was appointed as a Class III director and as a member of the Audit Committee and the Compensation Committee.\n\nMr. Semach is currently president and chief executive officer (\"CEO\") of Sealed Air Corporation (\"Sealed Air\"), a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services. Mr. Semach was promoted to president and CEO of Sealed Air in February 2025. He joined Sealed Air as chief financial officer (\"CFO\") in early 2023 and served as interim co-president and Co-CEO from October 2023 to June 2024. Before joining Sealed Air, he served as CEO at TTEC Holdings, Inc., a global public customer experience technology and services company, as well as CFO at Rackspace Technology, Inc., a public cloud computing company. He also held leadership positions at large-cap information technology services businesses including DXC Technology, Computer Sciences Corporation, and IBM. Mr. Semach has more than 20 years of professional experience in strategy, business transformation, at-scale M&A, finance, technology and operations. He holds a bachelor's degree in computer science from Clemson University and a master's degree in business administration from Northeastern University.\n\nAs a non-employee director, Mr. Semach will be eligible to receive director and committee fees, participate in the Polaris Inc. Deferred Compensation Plan for Directors, receive grants under the Polaris Inc. 2024 Omnibus Incentive Plan (as amended and restated April 30, 2026), and use Company products, all as described under the caption, \"Director Compensation\" in the Company's proxy statement for its 2026 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 17, 2026, subject to the following changes to the director compensation amounts recently approved by the Board, which became effective April 30, 2026: (i) the annual Audit Committee member's retainer fee increased to $12,500, (ii) the annual Compensation Committee member's retainer fee increased to $10,000, and (iii) the grant date fair value of the annual award of deferred stock units increased to $175,000.\n\nMr. Semach has no other direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, nor are any such transactions currently proposed.\n\nOn Monday, June 22, 2026, the Company issued a press release regarding Mr. Semach's appointment to the Board, which is attached hereto as Exhibit 99.1."}