Although prior Say on Pay support of 72% is above the 70% threshold that would independently trigger a No vote, the pay-for-performance alignment check fails: Polaris's stock declined 47.2% over three years while the peer group gained 28.5% (a gap of 75.7 percentage points), yet the CEO received above-benchmark total compensation of $11.1 million including an annual bonus at 223.6% of salary. Most significantly, the company chose to eliminate performance-based equity awards (performance stock awards) entirely in 2025 — the stated reason being uncertainty about setting long-term goals — which means the largest component of executive pay vests purely based on continued employment rather than measurable outcomes, effectively converting variable pay into fixed pay in disguise. The 2023-2025 performance stock awards paid out at 0%, confirming that real performance conditions can and do apply; abandoning them in a difficult year rather than setting appropriately adjusted targets is a governance concern that warrants a No vote.

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 ($3,971,500), well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a company of Polaris's size and complexity; auditor tenure is not disclosed in the proxy but the policy requires confirmed data to trigger a No vote, so this does not fire.