Bylaw Amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2022 BRUNSWICK CORPORATION (Exact Name of Registrant Specified in Charter) Delaware   001-01043   36-0848180 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.) 26125 N. Riverwoods Blvd., Suite 500     60045-3420 Mettawa Illinois (Address of Principal Executive Offices)   (Zip Code) Registrant’s telephone number, including area code: (847) 735-4700 N/A (Former Name or Former Address, if Changed Since Last Report) 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: ☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common stock, par value $0.75 per share BC New York Stock Exchange Chicago Stock Exchange 6.500% Senior Notes due 2048 BC-A New York Stock Exchange 6.625% Senior Notes due 2049 BC-B New York Stock Exchange 6.375% Senior Notes due 2049 BC-C New York Stock Exchange 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 ☐ 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. ☐ Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 6, 2022, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “ DGCL ”), and a periodic review of the by-laws of Brunswick Corporation (the “ Company ”), the Company’s Board of Directors adopted amended and restated by-laws (the “ Amended and Restated By-Laws ”), effective immediately. Among other things, the amendments effected by the Amended and Restated By-Laws: • Address matters relating to Rule 14a-19 under the Exchange Act (the “ Universal Proxy Rules ”) ( e.g. , providing the Company a remedy if a shareholder fails to satisfy the requirements of the Universal Proxy Rules, requiring nominating shareholders to make a representation as to whether they intend to use the Universal Proxy Rules, requiring shareholders intending to use the Universal Proxy Rules to notify the Company of any change in such intent within two business days and to provide reasonable evidence of the satisfaction of the requirements of the Universal Proxy Rules at least five business days before the applicable meeting, providing that in the event the Company receives proxies for disqualified or withdrawn nominees for directors, such votes for such disqualified or withdrawn nominees in the proxies will be treated as abstentions, etc.); • Modify the provisions relating to adjournment procedures to reflect recent amendments to the DGCL; and • Make various other updates, including ministerial and conforming changes. The foregoing summary of the amendments effected by the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.   (d)           Exhibits: Exhibit No. Description of Exhibit 3.1 Amended and Restated By-Laws of Brunswick Corporation dated December 6, 2022. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). SIGNATURE   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.   BRUNSWICK CORPORATION       Dated: December 9, 2022 By: /S/ CHRISTOPHER F. DEKKER     Christopher F. Dekker     Executive Vice President, General Counsel, Secretary and Chief Compliance Officer