Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described below under Item 5.07, Polaris Inc. (the "Company") held its 2023 Annual Meeting of Shareholders (the "Annual Meeting") on April 27, 2023. At the Annual Meeting, the Company's shareholders approved the reincorporation of the Company from Minnesota to Delaware (the "Reincorporation"). In connection with the Reincorporation, the Company filed a Certificate of Incorporation (the "Certificate of Incorporation") with the Delaware Secretary of State and adopted new Bylaws (the "Bylaws"). The forms of the Certificate of Incorporation and Bylaws were each attached as an exhibit to the Company's proxy statement for the Annual Meeting (the "Proxy Statement"). The Certificate of Incorporation is filed as Exhibit 3.1 and the Bylaws are filed as Exhibit 3.2 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on April 27, 2023. Proxies for matters to be voted upon at the Annual Meeting were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934, as amended. Seven proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Proxy Statement. Of the 56,985,195 shares of common stock outstanding on the record date of March 6, 2023, 52,426,580 shares were voted at the Annual Meeting. The final voting results and the votes used to determine the results for each proposal under the applicable voting standard (as disclosed in the Proxy Statement, including the treatment and effect of abstentions and broker non-votes) are set forth below.



1.The following nominees were elected as Class II members of the Board of
Directors of the Company for three-year terms ending in 2026:
Name                       For         Against     Abstain     Broker Non-Votes    % Voted For
George W. Bilicic       43,301,212    2,149,184    461,275        6,514,909           95.27%
Gary E. Hendrickson     37,398,035    8,035,225    478,411        6,514,909           82.31%
Gwenne A. Henricks      44,713,049     656,537     542,085        6,514,909           98.55%

The terms of the following directors continued after the Annual Meeting: Kevin M. Farr, Darryl R. Jackson, Michael T. Speetzen, John P. Wiehoff, Bernd F. Kessler, Lawrence D. Kingsley, and Gwynne E. Shotwell.

2.The compensation of the Company's named executive officers was approved in a non-binding advisory vote:


     For         Against     Abstain     Broker Non-Votes    % Voted For
  43,292,026    2,302,628    317,017        6,514,909           94.95%

3.In a non-binding advisory vote, shareholders selected every "one year" as the frequency of future advisory votes on the compensation of named executive officers:

One Year Two Years Three Years Abstain Broker Non-Votes % Voted For


                                                                            One Year
 44,673,052    333,047      585,804       319,768        6,514,909           97.98%




4.The proposal to change the Company's state of incorporation from Minnesota to
Delaware was approved:
     For         Against     Abstain     Broker Non-Votes    % Outstanding Voted For
  44,032,890    1,672,133    206,648        6,514,909                 77.27%




5.The adoption of an exclusive forum provision in the Delaware Bylaws was not
approved:
     For         Against      Abstain     Broker Non-Votes    % Outstanding Voted For
  22,425,318    23,161,556    324,797        6,514,909                 39.35%

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6.The adoption of an officer exculpation provision in the Delaware Certificate of Incorporation was approved:


     For         Against     Abstain     Broker Non-Votes    % Outstanding Voted For
  36,916,205    8,628,227    367,239        6,514,909                 64.78%

7.The selection of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2023 was ratified:

For Against Abstain % Voted For

50,924,650 1,195,063 306,867 97.14%

Item 9.01 Financial Statements and Exhibits



(d) Exhibits
   Exhibit No.        Exhibit

     3.1              Certificate of Incorporation of Polaris Inc.

     3.2              Bylaws of Polaris Inc.

   104                Cover Page Interactive Data File (formatted as Inline XBRL)

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