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6-KSEC Filing

Amer Sports, Inc. β€” 6-K Filing

6-K filed on April 1, 2026

April 1, 2026 at 12:00 AM

🧾 What This Document Is

This is a Proxy Statement for Amer Sports, Inc. Think of it as the official "voter's guide" for the company's upcoming annual shareholder meeting. Its purpose is to give shareholders the information they need to vote on important company matters before the meeting, either by sending in a proxy (a vote by mail or online) or by attending virtually.

πŸ‘‰ Why it matters: If you own shares in Amer Sports, this document tells you what you're voting on, who you're voting for, and how to make your vote count.

🏒 What The Company Does

In simple terms, Amer Sports is a global group of iconic sports and outdoor brands. While this filing doesn't detail their business, they are known for owning brands like Arc'teryx, Salomon, Wilson, and Peak Performance.

πŸ“… The Meeting: When, Where, and Who

The Annual General Meeting (AGM) is set for May 14, 2026, at 9:00 a.m. ET. It will be held online only via a live webcast at meetnow.global/MC6VMRH.

  • Record Date: Only shareholders who owned shares by the close of business on March 20, 2026, are eligible to vote.
  • Shares Outstanding: As of that date, there were 581,822,024 ordinary shares.
  • Quorum Needed: For the meeting to be valid, shareholders representing at least one-third of the total votes must be present (online or by proxy).

πŸ—³οΈ What You're Voting On: The Two Proposals

The Board of Directors is asking shareholders to approve two key items.

Proposal 1: Re-Elect Four Directors

Shareholders must vote to re-elect four individuals to the company's Board of Directors. If elected, they will serve until the third annual meeting after this one.

The nominees are:

  1. Bruno SΓ€lzer (Age 68) – Lead Independent Director. A seasoned executive with past CEO roles at Hugo Boss and Bench Limited.
  2. Dennis J. (Chip) Wilson (Age 70) – Independent Director. The founder of lululemon athletica and a significant figure in the athletic apparel industry.
  3. Kin Wah Stephen Yiu (Age 65) – Independent Director. A financial expert, former Chairman & CEO of KPMG China/Hong Kong, and current board member of ANTA Sports and China Mobile.
  4. Jie (James) Zheng (Age 57) – Director and the company's Chief Executive Officer. Has led Amer Sports since 2020 and previously held senior roles at Adidas and ANTA Sports.

πŸ‘‰ Your Vote: Directors are elected by a plurality of votes (the nominees with the most votes win). The Board recommends voting "FOR" all four.

Proposal 2: Ratify the Appointment of the Auditor

Shareholders are asked to ratify (formally approve) the Board's choice of KPMG LLP as the independent accounting firm to audit the company's financials for the fiscal year ending December 31, 2026.

πŸ‘‰ Your Vote: This requires a simple majority of votes cast. The Board recommends voting "FOR".

βš™οΈ How Voting Works: Key Mechanics

The process differs slightly depending on how you own your shares.

  • If you own shares "of record" (your name is directly on the company's books with Computershare as transfer agent): You will receive proxy materials directly. You can vote by mail, online, or by attending the virtual AGM.
  • If you own shares "in street name" (through a broker, bank, or other nominee): Your institution holds the shares for you. They will send you the materials, and you must provide them with voting instructions. To vote directly at the AGM, you must get a "legal proxy" from your broker.

Important Deadlines & Details:

  • To ensure your vote is counted, proxies must be received by 11:59 p.m. ET on May 11, 2026.
  • Abstentions & Broker Non-Votes: Abstaining means your shares won't count for or against a proposal. A "broker non-vote" happens when your broker can't vote your shares on a non-routine item (like director elections) without your instruction. Both are present for the quorum but generally don't affect the outcome of these two proposals.
  • Revoking a Proxy: You can change your vote by submitting a later proxy, sending a revocation notice to [email protected], or voting at the AGM.

πŸ” The Details: Quorum and Voting Power

Understanding the quorum and voting thresholds is crucial for knowing if a vote is valid.

  • Quorum: At least 1/3 of all voting shares must be represented. This ensures decisions aren't made by a tiny minority.
  • Proposal 1 (Directors): Uses a plurality vote standard. The four nominees with the most "FOR" votes, even if not a majority of all shares outstanding, will be elected.
  • Proposal 2 (Auditors): Uses a simple majority standard. The proposal passes if more votes are cast "FOR" than "AGAINST."

πŸ“‡ Key Contacts & People

  • Investor Relations Contact for Revocations: [email protected]
  • Board Nominees:
    • Bruno SΓ€lzer, Lead Independent Director
    • Dennis J. (Chip) Wilson, Director
    • Kin Wah Stephen Yiu, Director
    • Jie (James) Zheng, Director & Chief Executive Officer
  • Proxy Solicitation: By Order of the Board of Directors, Shizhong Ding (Dated April 1, 2026)

🧠 The Analogy

This proxy statement is like the agenda and ballot for a school's parent-teacher association (PTA) election. The PTA (the Board) is telling all parents (shareholders) when the meeting is, who is running for the board again (director nominees), and asking them to approve the treasurer's choice of accountant (auditor). Parents can vote by filling out a form ahead of time or by logging into the virtual meeting. The document ensures everyone has the same information before they cast their vote.

🧩 Final Takeaway

This document is preparing Amer Sports shareholders for their annual vote. The key decisions are: 1) Do you re-approve the current board leaders, including the CEO and the founder of lululemon? and 2) Do you agree with keeping KPMG as the company's auditor? Your vote, submitted by May 11, 2026, will shape the company's leadership and oversight.