UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No._No. )

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BRUNSWICK CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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March 21, 201326, 2015

Dear Brunswick Shareholder:

We are pleased to invite the shareholders of Brunswick Corporation to attend the Annual Meeting of Shareholders of Brunswick Corporation, to be held on Wednesday, May 1, 2013,6, 2015, at 9:00 a.m. CDT at Brunswick’s corporate offices, located at 1 N. Field Court, Lake Forest, Illinois.

In 2012,2014, in order to sustain earnings growth, we successfully executed our business strategy despite challenging economic conditions. Our results in 2012 represent the third consecutive year of strong improvements in operating earnings and net earnings. Over the past several years, our entire organization has done an excellent job offocused on executing our businessgrowth plan which included investing in new products, strategic investments and transforming our businesses to promote growth and identify operating efficiencies. The 2012 results and the strategic actions taken during the year have strengthened our overall financial profile, providing a solid platform for further improvements in future financial results.capacity expansion.

As a Brunswick shareholder, you have been able to share in our financial and operational successes. Our total shareholder return for 20122014 was 61.35%12.4%, withand our total shareholder return for the last three years being anwas outstanding 130.06%at 188.0%. Our Board of Directors, the management team and our over 16,00012,000 global employees are dedicated to continuing the effort necessary to add value tofor our shareholders.

In 2013,2015, Brunswick will again focus on executing its financialcontinuing to drive long-term, profitable growth through product leadership resulting from investments in capital projects, research and operationaldevelopment programs and strategic growth initiatives as well as on cost reductions and operating efficiencies throughout our organization in order to sustain earnings growth.acquisitions.

We will begin mailing a notice to our shareholders on March 21, 2013,26, 2015, containing instructions on how to access online our 20132015 Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2012,2014, as well as instructions on how to receive paper copies of these documents for shareholders who so elect.

Your vote is very important. Whether or not you plan to attend the meeting, we urge you to vote either via the Internet, by telephone or by signing and returning a proxy card. Please vote as soon as possible so that your shares will be represented.

Thank you for your continued support of Brunswick.

Brunswick Corporation 1 N. Field Court Lake Forest, IL 60045-4811

Telephone 847.735.4700

Table of Contents

May 1, 20136, 2015

">9:00 a.m. CDT

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Brunswick corporate offices, 1 N. Field Court, Lake Forest, Illinois

March 21, 201326, 2015

Dear Brunswick Shareholder:

The Annual Meeting of Shareholders of Brunswick Corporation will be held at Brunswick’s corporate offices, located at 1 N. Field Court, Lake Forest, Illinois, on Wednesday, May 1, 2013,6, 2015, at 9:00 a.m. CDT. At the Annual Meeting, we will consider and vote upon the following matters:

(1)

The election to the Company’s Board of Directors of the four nominees named in the attached Proxy Statement;

(2)

The approval of the compensation of our named executive officers on an advisory basis;

(3)

The approval of the Brunswick Corporation Senior Management Incentive Plan;

(4)

The ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013; and

(5)

	(1)	The election to the Company’s Board of Directors of the five nominees named in the attached Proxy Statement;
	(2)	The approval of the compensation of our named executive officers on an advisory basis;
	(3)	The ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015; and
	(4)	Any other business that may properly come before the meeting.

Sincerely,

Brunswick Corporation 1 N. Field Court Lake Forest, IL 60045-4811
Telephone 847.735.4700

–

Reported operating earnings of $264.1 million in 2012 compared with operating earnings of $213.7 million in 2011 and $62.9 million in 2010

•

Continue to generate strong free cash flow, retire debt and make significant contributions into the Company’s defined benefit pension plans in pursuit of fully funding these plans

–

Ended the year with $428.7 million of cash and marketable securities

–

Retired $124.2 million of debt, contributing to a $13.7 million decrease in interest expense

–

Contributed $69.0 million to the Company’s defined benefit pension plans

–

Generated $183.6 million of cash flow from operating activities of continuing operations

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Executive Compensation (page 24)

Compensation Element	Metric(s)	Metric(s)		Role within Compensation Program		How Designed and Determined
Base Salary		n/a		Foundation of total pay, as incentives and benefits are a function of base salary.		Reviewed annually, targeting median of peer group. External competitiveness, individual performance and internal equity are considered when determining executives’ base salaries.
Annual Incentive Plan		• Earnings Per Share (EPS) • Earnings Before Interest and Taxes (EBIT)		Primary element used to reward accomplishments against established business and individual goals within a given year.		Target funding based on planned performance for the year, as approved by the Board of Directors, with actual funding tied to annual performance against target metrics and limited to no more than 200 percent of target funding.
PerformanceShares		• Cash Flow Return On Investment (CFROI) • Relative Total Shareholder Return (TSR)		Focus management team on creating and sustaining value for shareholders.		Annual performance share grants for named executive officers (NEOs) represent 50 percent of targeted equity value. Three-year performance plan with shares earned based on achievement of both a CFROI target over a 12-month period and Brunswick’s TSR performance relative to the TSR of an established peer group, as measured over the three-year period. Effective for 2013, Starting in 2015, the proportion of annual performance share grantsaward grant will be earned based on the achievement of two financial metrics, CFROI and operating margin, over a three-year period in addition to maintaining the LTI mix for named executive officers (NEOs) is being increased to 50% of targeted equity value. existing TSR modifier.
Restricted Stock Units (RSUs)		• TSR		Reinforce retention and reward sustained TSR.	Effective for 2013, annual	Annual RSU grants for NEOs represent 50%50 percent of targeted equity value (33% for 2012). A current stock price is used to determine the number of RSUs to be granted.value. RSUs cliff vest at the end of a three-year period.
Stock Appreciation Rights (SARs)	• Stock Price	Increase linkage to shareholders by rewarding stock price appreciation and tying wealth accumulation to performance.	Vest 25% per year over four years; ten-year term. SARs have been replaced in 2013 with the use of more performance shares, but represented 33% of targeted equity value for 2012.

 

WHAT WE DO			WHAT WE DON’T DO
	Very high percentage of executive pay is tied to performance			We have no gross-ups (including perks, excise tax)
	Executives have performance-based goals which are tied to shareholder return			There are no modified single-trigger or a single-trigger change-in-control severance agreements (we only use double-trigger CIC severance provisions)
	We target median compensation levels, and review market data, of our peer group when making executive compensation decisions			All of our equity plans expressly forbid option repricing without shareholder approval
	We apply strict share ownership guidelines to NEOs			All of our active equity plans expressly forbid exchanges of underwater options for cash
	We disclose complete information on the annual and long-term incentive plan plans			We do not allow hedging of shares by our directors or employees
	We prohibit recycling for options/SARs			We do not allow pledging of shares
	We require vested shares from our equity compensation programs to be held until share ownership guidelines are met			We do not allow pledging of shares by our directors or employees
	We consider, and attempt to mitigate, risk in our compensation program			We do not pay dividends or dividend equivalents on unearned performance shares
	We use an independent compensation consultant
	We have an established clawback policy

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PROXY STATEMENT

The Board of Directors (Board) of Brunswick Corporation (“Brunswick”(Brunswick or the “Company”)Company) is soliciting proxies from Brunswick’s shareholders on behalf of the Company for the annual meeting to be held at Brunswick’s corporate offices located at 1 N. Field Court, Lake Forest, Illinois, on Wednesday, May 1, 2013,6, 2015, at 9:00 a.m. CDT (the “Annual Meeting”)Annual Meeting). As required by rules adopted by the Securities and Exchange Commission (the “SEC”)SEC), Brunswick is making this Proxy Statement and its Annual Report on Form 10-K available to its shareholders electronically via the Internet. In addition, Brunswick is using the SEC’s Notice and Access Rules to provide shareholders with more options for receipt of these materials. Accordingly, on March 21, 2013,26, 2015, Brunswick will begin mailing a Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting of Shareholders (together, the “Notice”)Notice) to its shareholders containing instructions on how to access this Proxy Statement and Brunswick’s Annual Report via the Internet, how to vote online or by telephone, and how to receive paper copies of the documents and a proxy card.

ABOUT THE MEETING

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will act upon matters described in the Notice, including the election to our Board of Directors of the fourfive nominees named in this Proxy Statement, the approval of the compensation of our named executive officers on an advisory basis the approval of the Brunswick Corporation Senior Management Incentive Plan, and the ratification of the Audit Committee’s appointment of ErnstDeloitte & YoungTouche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.2015.

Who may vote at the Annual Meeting?

Only holders of one or more of the 90,441,25092,886,911 shares of Brunswick Common Stockcommon stock, par value $0.75 per share (Common Stock), issued and outstanding as of the close of business on March 4, 20133, 2015 (the “Record Date”)Record Date) will be entitled to vote at the Annual Meeting. Each holder as of the Record Date is entitled to one vote for each share of Brunswick Common Stock held.

Who can attend the Annual Meeting?

Only shareholders who owned Brunswick Common Stock as of the Record Date, or their duly appointed proxies, will be entitled to attend the Annual Meeting. If you hold your shares through a broker, bank or other nominee, you will not be admitted to the Annual Meeting unless you bring a copy of a statement (such as a brokerage statement) from your nominee reflecting your stock ownership as of the Record Date.

How do I vote?

If you are a shareholder of record as of the Record Date, you can vote: (i) by attending the Annual Meeting; (ii) by following the instructions on your Notice for voting by telephone at 1-800-690-6903 or via the Internet atwww.proxyvote.‌comwww.proxyvote.com;; or (iii) by signing, dating and mailing in a proxy card. The deadline for voting by telephone or via the Internet is 5:00 p.m. EDT on Tuesday, April 30, 2013.May 5, 2015.

If you hold your shares through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available. If you hold your shares through a broker, bank or other nominee and would like to vote in person at the Annual Meeting, you must first obtain a proxy issued in your name from the institution that holds your shares.

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Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting, including voting via the Internet or by telephone (only your latest Internet or telephone proxy that is timely submitted prior to the meeting will be counted), by signing and returning a new proxy card with a later date, or by attending the meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the meeting or specifically request in writing that your prior proxy be revoked.

Who will count the votes?

Brunswick’s tabulator, Broadridge Financial Solutions, Inc., will count the votes. Representatives of Brunswick’s Shareholder Services Department will act as independent inspectors of election.

How will my shares be voted if I sign, date and return a proxy card?

If you sign, date and return a proxy card and indicate how you would like your shares to be voted, your shares will be voted as you have instructed. If you sign, date and return a proxy card but do not indicate how you would like your shares to be voted, your proxy will be voted as follows: for the election of the fourfive director nominees named in this Proxy Statement; for the approval of the compensation of our named executive officers; for the approval of the Brunswick Corporation Senior Management Incentive Plan; and for the ratification of the Audit Committee’s appointment of ErnstDeloitte & YoungTouche LLP as our independent registered public accounting firm for the Company’s fiscal year ending December 31, 2013.2015. With respect to any other matter that is properly brought before the meeting, the proxy holders will vote the proxies held by them in accordance with their best judgment.

What are the Board’s recommendations?

The Board of Directors recommends a vote for the election of the fourfive director nominees named in this Proxy Statement. The Board recommends a vote for the approval of the compensation of our named executive officers and the approval of the Brunswick Corporation Senior Management Incentive Plan.officers. The Board and the Audit Committee recommend the ratification of the Audit Committee’s appointment of ErnstDeloitte & YoungTouche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.2015.

What vote is required to approve each matter to be considered at the Annual Meeting?

Election of Directors.Directors. Brunswick has adopted a majority voting standard for the uncontested election of directors and, therefore, the fourfive director nominees shall be elected to the Board of Directors if they each receive a majority of the votes cast, in person or by proxy, at the Annual Meeting. Under Brunswick’s majority voting standard for uncontested elections, if the number of votes cast “For” a director nominee’s election does not exceed the number of votes cast “Against” election, then the director nominee must tender his or her resignation from the Board promptly after certification of the shareholders’ vote. The Board will decide within 120 days of that certification, through a process managed by the Nominating and Corporate Governance Committee and excluding the director nominee in question, whether to accept the resignation. Because Brunswick has adopted a majority voting standard for the uncontested election of directors, abstentions will have no effect on the election of director nominees. If any one or more of the fourfive director nominees is unable to serve, votes will be cast, pursuant to authority granted by the enclosed proxy, for the alternate individual or individuals designated by the Board.

Advisory Approval of Executive Compensation.Compensation. The affirmative vote of the holders of a majority of the shares having voting power, represented in person or by proxy, will be required for the approval of the non-binding resolution relating to the compensation of the Company’s named executive officers. Because approval of this resolution requires a majority of the shares having voting power and represented at the Annual Meeting, abstentions will have the same effect as votes against approval.

Approval of the Brunswick Corporation Senior Management Incentive Plan. The affirmative vote of the holders of a majority of the shares having voting power, represented in person or by proxy, will be required for the approval of the Brunswick Corporation Senior Management Incentive Plan. Because approval of this resolution requires a majority of the shares having voting power and represented at the Annual Meeting, abstentions will have the same effect as votes against approval.

BRUNSWICK CORPORATION – 2013 Proxy Statement   9

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Ratification of the Appointment of Independent Registered Public Accounting Firm.Firm. The affirmative vote of the holders of a majority of the shares having voting power, represented in person or by proxy, will be required for the ratification of the Audit Committee’s appointment of ErnstDeloitte & YoungTouche LLP as Brunswick’s independent registered public accounting firm for the fiscal year ending December 31, 2013.2015. Because the vote to ratify the independent registered public accounting firm requires a majority of the shares having voting power and represented at the Annual Meeting, abstentions will have the same effect as votes against ratification.

BRUNSWICK CORPORATION -2015 Proxy Statement     9

What constitutes a quorum?

The Annual Meeting will be held only if a quorum is present. A quorum will be present if a majority of the 90,441,25092,886,911 shares of Brunswick Common Stock issued and outstanding on the Record Date are represented, in person or by proxy, at the Annual Meeting. Shares represented by properly completed proxy cards or ballots marked either “Abstain” or “Withhold authority to vote,” or returned without voting instructions, are counted as present for the purpose of determining whether a quorum is present. In addition, broker non-votes will be counted as present for quorum purposes.

How will broker non-votes be treated?

Broker non-votes occur when a broker lacks discretionary authority to vote on a proposal and the beneficial owner has not provided an indication as to how to vote. Brunswick will treat broker non-votes as present to determine whether or not there is a quorum at the Annual Meeting, but they will not be treated as having voting power on the proposals, if any, for which the broker indicates it does not have discretionary authority. This means that broker non-votes will not have any effect on whether a proposal passes. We expect that brokers will lack discretionary authority with respect to the election of directors and the advisory vote to approve the compensation of the Company’s named executive officers, and the vote to approve the Brunswick Corporation Senior Management Incentive Plan, but will have discretionary authority with respect to ratification of the appointment of the independent registered public accounting firm.

Will my vote be kept confidential?

Yes. As a matter of policy, shareholder proxies, ballots and tabulations that identify individual shareholders are kept secretconfidential and are available only to Brunswick’s tabulator and inspectors of election, who are obligated to keep your vote confidential.

Who pays to prepare, mail and solicit the proxies?

Brunswick pays all of the costs of preparing, mailing and soliciting proxies. Brunswick asks brokers, banks, voting trustees and other nominees and fiduciaries to forward notices and, when requested, proxy materials to the beneficial owners and to obtain authority to execute proxies. Brunswick will reimburse the brokers, banks, voting trustees and other nominees and fiduciaries upon request. In addition to solicitation by mail, telephone, facsimile, Internet or personal contact by its designated officers and employees (who will not receive additional compensation for their solicitation efforts), Brunswick has retained the services of Georgeson Inc. to solicit proxies for a fee of $9,900 plus expenses.

What if other matters come up during the Annual Meeting?

If any matters other than those referred to in the Notice properly come before the meeting, the individuals named in the accompanying form of proxy will vote the proxies held by them in accordance with their best judgment. Brunswick is not aware of any business other than the items referred to in the Notice that may be considered at the meeting.

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Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials?

Pursuant to rules adopted by the SEC, Brunswick is required to provide access to its proxy materials via the Internet and has elected to use the SEC’s Notice and Access Rules for soliciting proxies. Accordingly, Brunswick is sending a Notice to all of its shareholders as of the Record Date. All shareholders may access Brunswick’s proxy materials on the Web site referred to in the Notice. Shareholders may also request to receive a printed set of the proxy materials. Instructions on how to access Brunswick’s proxy materials via the Internet and how to request a printed copy can be found in the Notice. Additionally, by following the instructions in the Notice, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive your future proxy materials by e-mail will save Brunswick the cost of printing and mailing documents to you and will reduce the impact of the Company’s Annual Meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Multiple individuals residing in my home are beneficial owners of shares of Brunswick Common Stock. Why did we receive only one mailing?

Brunswick is sending only one envelope with multiple Notices to you if you share a single address with another shareholder, unless we have received instructions to the contrary from you. This practice, known as “householding,” is designed to eliminate duplicate mailings, conserve natural resources and reduce Brunswick’s printing and mailing costs. We will promptly deliver a separate Notice to you upon written or verbal request. If you wish to receive duplicate mailings in the future, you may contact Brunswick Shareholder Services by telephone at 847.735.4294, by mail at 1 N. Field Court, Lake Forest, IL 60045, or by e-mail atservices@‌brunswick.comservices@brunswick.com.. If you currently receive multiple Notices, you can request householding by contacting Brunswick Shareholder Services as described above. If you own your shares through a broker, bank or other holder of record,nominee, you can request householding by contacting the holder of record.

PROPOSAL NO. 1:  ELECTION OF DIRECTORS

At the Annual Meeting, shareholders will elect fourfive individuals to serve on the Board of Directors. The current Board of Directors acting pursuant to a recommendation from the Nominating and Corporate Governance Committee, has nominated NolanManuel A. Fernandez, Mark D. Archibald,Schwabero, David C. Everitt, RogerV. Singer and J. Wood and Lawrence A. ZimmermanSteven Whisler for election as directors to serve for terms expiring at the 20162018 Annual Meeting or until their respective successors have been elected and qualified. Mr. Archibald, Mr. Everitt, Mr. Wood and Mr. Zimmerman have served as directors since 1995, 2012, 2012 and 2006, respectively.

In accordance with the Brunswick Corporation Principles and Practices of theThe current Board of Directors (the “Principles”), Jeffreyhas also nominated Jane L. BleusteinWarner for election as a director to serve for a term expiring at the 2017 Annual Meeting or until her successor has been elected and Graham H. Phillipsqualified.

As announced on March 9, 2015, Lawrence A. Zimmerman will retire from the Board at the Annual Meeting, and consequently the Company has not nominated Mr. Bleustein or Mr. Phillips to stand for re-election this year.Meeting. The Company thanks Mr. Bleustein and Mr. PhillipsZimmerman for theirhis many years of distinguished service to the Company.

While the Board of Directors currently has twelve members divided among three classes which each consist of four directors, following the retirementsretirement of Mr. Bleustein and Mr. Phillips,Zimmerman, the Board of Directors will have teneleven members divided among three classes. Two classes will consist of three directorsfour members and the other class will consist of four directors.three members.

Mr. Everitt

Ms. Warner and Mr. WoodSinger were each identified by a third-party search firm engaged by the Nominating and Corporate Governance Committee to be nominated to the Board of Directors.

Biographical information follows for each nominee and each director whose term of office will continue after the Annual Meeting. Additional information is set forth below regarding the specific experience, qualifications, attributes or skills of each member of the Board of Directors that led the Board to conclude that such individual should serve on the Board in light of the Company’s business and leadership structure.

BRUNSWICK CORPORATION – -2013 2015 Proxy Statement    11

Nominees for Election for Terms Expiring at the 2018 Annual Meeting

Manuel A. Fernandez

Director since 1997

Retired; Executive Chairman of Sysco Corporation, a marketer and distributor of foodservice products, April 2012 to November 2013; Non-Executive Chairman of Sysco Corporation from 2009 to 2012; Managing Director of SI Ventures, LLC, a venture capital partnership, since 1998; Chairman, Chief Executive Officer and President of Gartner, Inc., 1991 to 1999; director of Leggett and Platt Incorporated and Time Inc. Previously served as Chairman of the University of Florida Board of Trustees, director of Flowers Foods, Inc., Stanley Black & Decker, Inc. and Tibco Software, Inc. and Chairman Emeritus of Gartner, Inc.; age 68.

As the former Executive Chairman of a foodservice products company and the Managing Director of a venture capital partnership, Mr. Fernandez brings significant experience and knowledge to our Board regarding strategic planning, acquisitions, corporate governance and human resources.

Mr. Fernandez’s extensive experience in information technology, including his former role as Chairman and Chief Executive Officer of a leading information technology company, as well as with a variety of businesses with strong commercial product offerings, allows him to provide invaluable advice and guidance to our Company’s management and Board regarding innovation, technology strategy and distribution.

Mark D. Schwabero

Director since 2014

President and Chief Operating Officer of Brunswick Corporation since May 2014; Vice President and President - Mercury Marine from 2008-2014; President - Mercury Outboards from 2004-2008; director of 1st Source Corporation; age 62.

As the President and Chief Operating Officer of Brunswick Corporation, Mr. Schwabero is uniquely qualified to assist the Board on strategic and operating issues facing the Company. Mr. Schwabero brings extensive management and manufacturing experience to our Board and, as past Chairman of the National Marine Manufacturers Association, understands the operations, finances and marketing challenges facing companies in the marine market.

David V. Singer

Director since 2013

Retired; Chief Executive Officer of Snyder’s-Lance, Inc., a leading snack food company, 2010 to 2013; President and Chief Executive Officer of Lance Inc., 2005 to 2010; Executive Vice President and Chief Financial Officer of Coca-Cola Bottling Company Consolidated, 2001 to 2005; director of Flowers Foods, Inc., Hanes Brands, Inc. and SPX Corporation. Previously served as director of Lance Inc. and Snyder’s-Lance, Inc.; age 59.

As the former Chief Executive Officer of a maker and marketer of snack foods throughout the world, he has experience in supply chain, manufacturing, logistics, and distribution matters. Mr. Singer brings extensive management and financial experience to our Board and also offers experience in corporate finance and acquisitions.

J. Steven Whisler

Director since 2007

Retired; Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, 2000 to 2007; employed by Phelps Dodge Corporation in a number of positions since 1976, including President and Chief Operating Officer; director of CSX Corporation and International Paper Company. Previously served as director of Burlington Northern Santa Fe Corporation and U.S. Airways Group Inc.; age 60.

As the former Chairman and Chief Executive Officer of a mining and manufacturing company with operations on several continents, Mr. Whisler has extensive experience with international business operations and regulatory compliance matters. Additionally, Mr. Whisler’s background enables him to provide strategic advice and guidance to our Company’s management and Board regarding financial, human resources and risk oversight matters.

Nominee for Election for Term Expiring at the 2017 Annual Meeting

Jane L. Warner

Director since 2015

Retired; Executive Vice President of Illinois Tool Works Inc., a diversified manufacturer of highly engineered components and industrial systems and consumables, August 2007 to February 2013; Group President of Worldwide Finishing Business of Illinois Tool Works Inc., December 2005 to August 2007. Ms. Warner was previously the President of Plexus Systems, L.L.C., a manufacturing software company, from June 2004 to December 2005, and a Vice President with Electronic Data Systems from 2000 through June 2004, where she led its global manufacturing group. Ms. Warner served as Executive Vice President for first tier supplier Textron Automotive from 1994 through 1999, where she was President of its Kautex North America and Randall divisions. Previously, Ms. Warner held executive positions in manufacturing, engineering and human resources over a 20-year span at General Motors Corporation; director of Regal Beloit Corporation and Tenneco Inc. Previously served as director of MeadWestvco Corporation; age 68.

With almost 40 years of experience at global manufacturing and manufacturing information systems businesses, Ms. Warner has particular appreciation of the challenges facing our operations, distribution network and customers. Her leadership roles in these diverse companies, along with the financial understanding she has gained through her business unit leadership, will assist our Board in working through the various challenges facing our businesses.

Your Board of Directors recommends a vote FOR the election of the nominees named above.

BRUNSWICK CORPORATION -2015 Proxy Statement12

Directors Continuing in Office until the 2017 Annual Meeting

Nancy E. Cooper

Director since 2013

Retired; Executive Vice President and Chief Financial Officer of CA Technologies, Inc., one of the largest independent software corporations in the world, 2006 to 2011; Chief Financial Officer of IMS Health, Inc., 2001 to 2006; director of The Guardian Life Insurance Company of America, The Mosaic Company and Teradata Corporation; age 61.

As the former Executive Vice President and Chief Financial Officer of CA Technologies, Ms. Cooper brings financial acumen and technology experience to our Board. Ms. Cooper’s extensive experience as a Chief Financial Officer and her other financial leadership roles for several companies, as well as her service on the audit committees of two other public companies, will assist the Board in several areas including finance, internal control and audit.

Dustan E. McCoy

Director since 2005

Chairman and Chief Executive Officer of Brunswick Corporation since 2005; Vice President of Brunswick and President of Brunswick Boat Group, 2000 to 2005; Vice President, General Counsel and Corporate Secretary of Brunswick, 1999 to 2000; Executive Vice President of Witco Corporation, a specialty chemicals company, January to September 1999; Senior Vice President, General Counsel and Corporate Secretary of Witco Corporation, 1996 to 1998; director of Freeport-McMoRan Copper & Gold Inc. and Louisiana-Pacific Corporation; age 65.

As the Chairman and Chief Executive Officer of Brunswick Corporation, Mr. McCoy has extensive knowledge of the Company and its business segments. Mr. McCoy’s day-to-day leadership role provides him with extensive knowledge of our businesses and our industries and allows him to communicate effectively about our Company’s operations and business strategy with our Board.

Ralph C. Stayer

Director since 2002

Chairman, President and Chief Executive Officer of Johnsonville Sausage, LLC, a maker of sausage products, since 1980; Founder of Leadership Dynamics, a consulting firm; Member of the Board of Trustees of Boston College; age 71.

As the Chairman, President and Chief Executive Officer of a successful consumer-focused private enterprise, Mr. Stayer brings extensive management experience to the Board in the areas of effective competition, production, distribution and financial matters. Additionally, Mr. Stayer’s writing, teaching and consulting work relating to organizational development and leadership enable him to provide our Company’s management and Board with advice and guidance in relation to strategic, organizational and individual development.

BRUNSWICK CORPORATION - 2015 Proxy Statement13

Directors Continuing in Office until the 2016 Annual Meeting

Nolan D. Archibald

Director since 1995

Retired; Executive Chairman of Stanley Black & Decker, Inc., a consumer and commercial products company, since 2010;2010 to 2013; President and Chief Executive Officer of The Black & Decker Corporation, 1986 to 2010; recipient of the American Marketing Association’s Edison Achievement Award; director of Huntsman Corporation and Lockheed Martin Corporation; age 69.71.

As the currentformer Executive Chairman and former Chief Executive Officer of a global consumer and commercial products company, with more than 25 years of experience in those roles, Mr. Archibald brings significant experience and knowledge to our Board in the areas of business management, strategic planning and international business operations. Mr. Archibald is also well suitedwell-suited to provide advice and guidance to our Company’s management and Board in regard to a wide variety of financial issues.

David C. Everitt

Director since 2012

Retired; President, Agricultural and Turf Division - North America, Asia, Australia, and Sub-Saharan and South Africa, and Global Tractor and Turf Products of Deere & Company, the world’s largest manufacturer of agricultural equipment and a major U.S. producer of construction, forestry, and lawn and grounds care equipment, May 2009 to September 2012; previously served as President, Agricultural Division — North America, Australia, Asia and Global Tractor and Implement Sourcing, January 2006 to May 2009; President, Agricultural Division — Europe, Africa, South America and Global Harvesting Equipment Sourcing, 2001 to 2006; director of Agrium Inc., Allison Transmission Holdings, Inc. and Harsco Corporation; age 60.62.

As the former President of Deere & Company’s largest division, Mr. Everitt brings his engineering experience, global expertise and extensive knowledge of dealer and distribution issues to our Board, allowing him to contribute his knowledge and experiences as an international business leader.Board.

Roger J. Wood

Director since 2012

President and Chief Executive Officer of Dana Holding Corporation, a world leader in the supply of axles, driveshafts, off-highway transmissions, sealing and thermal-management products and genuine service parts, since 2011; previously served as Group President, Engine of BorgWarner, Inc., a worldwide automotive industry components and parts supplier, 2010 to 2011; Executive Vice President of BorgWarner, Inc., 2009 to 2011; President of BorgWarner Turbo Systems Inc. and BorgWarner Emissions Systems Inc., 2005 to 2009; director of Dana Holding Corporation; age 50.52.

As the current Chief Executive Officer and President of Dana, and given his many years of service at another Tier-1 automotive supplier, Mr. Wood has unique insight and brings significant knowledge to the Board in the areas of manufacturing operations, business management and strategic planning.

Lawrence A. Zimmerman

Director since 2006

(Retirement effective as of the 2015 Annual Meeting)

Retired; Vice Chairman and Chief Financial Officer of Xerox Corporation, a global document technology and services company, 2009 to 2011; previously served as Chief Financial Officer of Xerox Corporation, 2002 to 2009; Vice President, Finance and Planning, Server and Technology division of International Business Machines Corporation, 1996 to 1998; Vice President, Finance, Europe, Middle East and Africa operations of International Business Machines Corporation, 1994 to 1996; Corporate Controller, International Business Machines Corporation, 1991 to 1994; director of Delphi Automotive LLP, Computer Sciences CorporationPLC and Flextronics International Ltd. Previously served as director of Computer Sciences Corporation and Stanley Black & Decker, Inc; age 70.72.

As the former Vice Chairman and Chief Financial Officer of an international document management company, Mr. Zimmerman brings significant knowledge to the Board in the areas of finance, accounting and risk oversight. Mr. Zimmerman’s broad experience as a financial executive includes strategic planning and leading restructuring and cost reduction efforts.

Your Board of Directors recommends a vote FOR the election of the nominees named above.

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Directors Continuing in Office until the 2015 Annual Meeting

Anne E. Bélec

Director since 2008

Chief Executive Officer of Mosaic Group, LLC, a business and brand strategy consulting group, from 2009 to 2010 and since 2011; Vice President — Chief Marketing Officer of Navistar, Inc., a manufacturer of commercial and military vehicles, parts and accessories, from 2010 to 2011; Director of Global Marketing of Ford Motor Company, 2008 to 2009; employed by Volvo Car Corporation and its affiliates from 2003 to 2008, most recently as President and Chief Executive Officer of Volvo Cars of North America; director of Industrial Alliance Group; age 50.

As the Chief Executive Officer of a business and brand strategy consulting group and a former Vice President — Chief Marketing Officer of an international manufacturer of commercial and military vehicles, parts and accessories, Ms. Bélec brings broad experience to our Board regarding marketing, brand development and distribution. Additionally, her prior experience as the Chief Executive Officer of an automotive business unit’s operations enables her to provide financial, human resources and consumer research advice and guidance to our Company’s management and Board.

Manuel A. Fernandez

Director since 1997

Executive Chairman of Sysco Corporation, a marketer and distributor of foodservice products, since April 2012; Non-Executive Chairman of Sysco Corporation from 2009 to 2012; Managing Director of SI Ventures, LLC, a venture capital partnership, since 1998; Chairman, President and Chief Executive Officer of Gartner, Inc., 1991 to 1999; director of Flowers Foods, Inc. and Sysco Corporation. Previously served as Chairman of the University of Florida Board of Trustees, director of Stanley Black & Decker, Inc., and Chairman Emeritus of Gartner, Inc.; age 66.

As the Executive Chairman of a foodservice products company and the Managing Director of a venture capital partnership, Mr. Fernandez brings significant experience and knowledge to our Board regarding strategic planning, acquisitions, corporate governance and human resources. Mr. Fernandez’s extensive experience in information technology, including his role as Chairman and Chief Executive Officer of a leading information technology company, as well as with a variety of businesses with strong commercial product offerings, allows him to provide invaluable advice and guidance to our Company’s management and Board regarding technology strategy and distribution.

J. Steven Whisler

Director since 2007

Retired; Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, 2000 to 2007; employed by Phelps Dodge Corporation in a number of positions since 1976, including President and Chief Operating Officer; director of International Paper Company and CSX Corporation. Previously served as director of Burlington Northern Santa Fe Corporation, U.S. Airways Group Inc. and Aleris International; age 58.

As the former Chairman and Chief Executive Officer of a mining and manufacturing company with operations on several continents, Mr. Whisler has extensive experience with international business operations and regulatory compliance matters. Additionally, Mr. Whisler’s background enables him to provide strategic advice and guidance to our Company’s management and Board regarding financial, human resources and risk oversight matters.

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Directors Continuing in Office until the 2014 Annual Meeting

Cambria W. Dunaway

Director since 2006

U.S. President and Global Chief Marketing Officer of KidZania, Inc., a global operator of interactive, educational family entertainment centers, since October 2010; Executive Vice President, Sales and Marketing of Nintendo of America, a maker of video game hardware and software, 2007 to 2010; Chief Marketing Officer of Yahoo! Inc., a global Internet destination, 2003 to 2007; Vice President of Kids & Teens Brands for Frito Lay North America, a division of PepsiCo, Inc., 2000 to 2003; Board member of the International Museum of Women; age 50.

As the U.S. President and Global Chief Marketing Officer of a company with international retail operations, Ms. Dunaway brings significant experience and knowledge to our Board in the areas of retail strategy, sales, marketing, consumer and market research and business development. Additionally, Ms. Dunaway’s demonstrated leadership in businesses with strong consumer appeal, and her prior experience in the technology industries, allows her to provide advice to our management and Board regarding the effective use of technology in regard to marketing initiatives, as well as corporate governance matters.

Dustan E. McCoy

Director since 2005

Chairman and Chief Executive Officer of Brunswick Corporation since 2005; Vice President of Brunswick and President of Brunswick Boat Group, 2000 to 2005; Vice President, General Counsel and Corporate Secretary of Brunswick, 1999 to 2000; Executive Vice President of Witco Corporation, a specialty chemicals company, January to September 1999; Senior Vice President, General Counsel and Corporate Secretary of Witco Corporation, 1996 to 1998; director of Freeport-McMoRan Copper & Gold Inc. and Louisiana-Pacific Corporation; Chairman, Eastern Kentucky University Foundation Board; age 63.

As the Chairman and Chief Executive Officer of Brunswick Corporation, Mr. McCoy has extensive knowledge of the Company and its business segments. Mr. McCoy’s day-to-day leadership role provides him with extensive knowledge of our business and our industry and allows him to communicate effectively about our Company’s operations and business strategy with our Board.

Ralph C. Stayer

Director since 2002

Chairman, President and Chief Executive Officer of Johnsonville Sausage, LLC, a maker of sausage products, since 1978; Founder of Leadership Dynamics, a consulting firm; Member of the Board of Trustees of Boston College; age 69.

As the Chairman, President and Chief Executive Officer of a successful consumer-focused private enterprise, Mr. Stayer brings extensive management experience to the Board in the areas of effective competition, production, distribution and financial matters. Additionally, Mr. Stayer’s writing, teaching and consulting work relating to organizational development and leadership enable him to provide our Company’s management and Board with advice and guidance in relation to strategic, organizational and individual development.

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Board Committees

The Board of Directors has six committees: Audit, Finance, Human Resources and Compensation, Nominating and Corporate Governance, Qualified Legal Compliance and Executive. Each Committee is comprised solely of independent directors, as that standard is determined by the Board’s Principles and inPractices (the Principles) and the NYSENew York Stock Exchange (NYSE) Listed Company Manual, with the exception of the Executive Committee, of which Mr. McCoy is a member. Each of the Committees may, at its sole discretion and at Brunswick’s expense, obtain advice and assistance from outside legal, financial, accounting or other experts and advisors. The following table shows the current membership of these Committees:

The principal responsibilities of each of these Committees are described generally below and in detail in their respective Committee Charters, which are available atwww.brunswick.com/company/governance/committees.html, or in print upon request by any Brunswick shareholder.

Audit Committee

Members of the Audit Committee are Mr. Zimmerman (Chair), Ms. BélecCooper, Mr. Stayer and Mr. Whisler.Wood. The Board has determined that each member of the Audit Committee is “financially literate,” as that term is used in the NYSE listing standards, and that Mr. Zimmerman is an “audit committee financial expert,” as such term is defined by SEC rules.

The Audit Committee assists the Board in overseeing Brunswick’s accounting, auditing and reporting practices, its independent registered public accounting firm, its system of internal controls and the integrity of its financial information and disclosures. The Committee reviews certain regulatory and compliance matters, policies regarding risk assessment and risk management, cybersecurity and corporate tax strategy. The Audit Committee maintains free and open communication, and meets separately at each regularly scheduled Board meeting, with the Company’s independent registered public accounting firm, its internal auditors and management.

The Audit Committee met ninethirteen times during 2012.2014.

Finance Committee

Members of the Finance Committee are Mr. Archibald (Chair), Mr. Everitt,Singer, Mr. Stayer and Mr. Wood. The Finance Committee assists the Board in overseeing Brunswick’s financial performance and financial structure, including debt structure, financial policies and procedures, capital expenditures and capital expenditure budgets. The Committee also reviews proposals for corporate financing, short-term and long-term borrowings, the declaration and distribution of dividends, material investments and divestitures, insurance coverage and related matters, as well as the funding and performance of Brunswick’s pension plans.

The Finance Committee met five times during 2012.2014.

Human Resources and Compensation Committee

Members of the Human Resources and Compensation Committee (the “Compensation Committee”)Compensation Committee) are Mr. PhillipsWhisler (Chair), Ms. Bélec, Mr. Everitt Mr. Fernandez and Mr. Whisler.Fernandez. The Compensation Committee’s authority includes, among other duties, the following responsibilities:

•

Annually review and approve goals and objectives for Brunswick’s senior executives; together with the Chief Executive Officer, evaluate the performance of senior executives in light of these criteria; and oversee management development and succession planning;

•

Annually review and make recommendations to the Board of Directors about the compensation (including salary, annual incentive and other cash compensation) of the Chief Executive Officer and, together with the Nominating and Corporate Governance Committee, oversee the annual review of the performance of the Chief Executive Officer;

•

Approve equity awards to the Chief Executive Officer and compensation (including salary, annual incentive, stock options and other equity-based and other incentive compensation) to be paid to other senior executives, and authorize senior executives to approve awards to employees who are not senior executives based on criteria established by the Compensation Committee; and

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•

The Compensation Committee meets in conjunction with regularly scheduled meetings of the Board of Directors and as otherwise required. Meetings are regularly attended by the Chairman and Chief Executive Officer, as well as the Vice President and Chief Human Resources Officer. At each meeting, the Committee meets in executive session.

The Chairman and Chief Executive Officer is responsible for establishing strategies to achieve the Company’s objectives. To ensure that executive compensation is consistent with those objectives, the Chairman and Chief Executive Officer is responsible for making recommendations to the Committee regarding the following: compensation goals and principles; the peer group of companies to be used to determine compensation ranges; selection of performance targets for incentive plans, with input from other senior executives; performance rating and compensation actions to be taken; and salary increases, incentive awards and equity grants for senior executives.

The Compensation Committee collaborates with the Chairman and Chief Executive Officer to develop incentive funding formulas for Brunswick divisions, and for conducting performance evaluations, talent development and succession planning for senior executives. The Committee establishes criteria pursuant to which Brunswick’s senior executives allocate equity awards to non-executive employees, and oversees Brunswick’s Human Resources Department in its administration of compensation and benefit plans.

The Compensation Committee continues to engage Frederic W. Cook & Co., Inc. (“FWC”)(FWC) to provide advice on various aspects of Brunswick’s executive compensation programs. The Committee meets with FWC in executive session on a regular basis and FWC reports directly to the Committee. The Compensation Committee has assessed the independence of FWC pursuant to applicable SEC rules and NYSE listing standards and has concluded that FWC’s work for the Compensation Committee does not raise any conflict of interest.

The Compensation Committee met sixseven times during 2012.2014.

Nominating and Corporate Governance Committee

Members of the Nominating and Corporate Governance Committee are Mr. BleusteinFernandez (Chair), Mr. Everitt, Mr. Singer, Ms. DunawayWarner and Mr. Wood.Whisler. The Nominating and Corporate Governance Committee assists the Board in overseeing policies and programs designed to ensure Brunswick’s adherence to high corporate governance and ethical standards and compliance with all applicable legal and regulatory requirements. Together with the Compensation Committee, it oversees the annual review of the Chairman and Chief Executive Officer’s performance. The Committee identifies, screens, interviews and recommends to the Board potential director nominees, and oversees other matters related to Board composition, performance, standards, size and membership, including ensuring appropriate diversity of perspective, background and experience in Board membership.

The Nominating and Corporate Governance Committee of the Board of Directors has responsibility for making recommendations regarding director compensation design to the Board of Directors for review and action. Brunswick’s Human Resources Department and the Company’s outside consultants provide the Nominating and Corporate Governance Committee with director compensation data as publicly reported, including data relating to peer group and other similarly-sized companies, as well as data from published surveys.

The Nominating and Corporate Governance Committee met sixseven times during 2012.2014.

Qualified Legal Compliance Committee

Members of the Qualified Legal Compliance Committee are Mr. BleusteinFernandez (Chair), Ms. DunawayMr. Everitt, Mr. Singer, Mr. Whisler and Mr. Zimmerman. The Qualified Legal Compliance Committee receives and investigates reports made to it concerning possible material violations of law or breaches of fiduciary duty by the Company or any of its officers, directors, employees or agents. During 2012,2014, no reports were made to the Qualified Legal Compliance Committee and, therefore, it did not meet.

Executive Committee

In addition to its standing Committees, the Board of Directors has an Executive Committee, comprised of the Chairman of the Board, the Lead Independent Director and the Chairs of the Audit Committee, Finance Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Executive Committee meets from time to time at the request of the Chairman of the Board. The Executive Committee did not meet during 2012.2014.

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Director Independence

The Principles require that independent directors must constitute a substantial majority of the Board and that no more than two members of management may serve on the Board at the same time. The Principles provide that a director shall be considered to be independent if he or she satisfies the general director independence standards established by the New York Stock Exchange (the “NYSE”).NYSE. The NYSE standards provide that a director will not be independent unless the Board affirmatively determines that the director has no material relationship with Brunswick (either directly or as a partner, shareholder or officer of an organization that has a relationship with Brunswick). In addition, the NYSE standards provide that a director is not independent if:

•

The director is, or within the prior three years has been, an employee of Brunswick, or a member of the director’s immediate family is, or within the prior three years has been, an executive officer of Brunswick;

•

The director or an immediate family member of the director has received, during any 12-month period within the prior three years, more than $120,000 in direct compensation from Brunswick (excluding fees for Board and Board committee service, pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service);

•

Certain specified relationships exist between the director, a member of the director’s immediate family, and a firm that serves or has served as Brunswick’s internal or external auditor;

•

The director is a partner or employee of a firm that is Brunswick’s internal or external auditor;

•

A member of the director’s immediate family is a partner of a firm that is Brunswick’s internal or external auditor, or is an employee of such a firm and personally works on Brunswick’s audit;

•

The director or an immediate family member was within the last three years a partner or employee of a firm that is or was Brunswick’s internal or external auditor and personally worked on Brunswick’s audit during that time;

•

The director or a member of the director’s immediate family is, or within the prior three years has been, employed as an executive officer of any other business organization where any of Brunswick’s current executive officers serve or served on that business organization’s compensation committee; or

•

•	The director is, or within the prior three years has been, an employee of Brunswick, or a member of the director’s immediate family is, or within the prior three years has been, an executive officer of Brunswick;
•	The director or an immediate family member of the director has received, during any 12-month period within the prior three years, more than $120,000 in direct compensation from Brunswick (excluding fees for Board and Board committee service, pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service);
•	Certain specified relationships exist between the director, a member of the director’s immediate family, and a firm that serves or has served as Brunswick’s internal or external auditor;
•	The director is a partner or employee of a firm that is Brunswick’s internal or external auditor;
•	A member of the director’s immediate family is a partner of a firm that is Brunswick’s internal or external auditor, or is an employee of such a firm and personally works on Brunswick’s audit;
•	The director or an immediate family member was within the last three years a partner or employee of a firm that is or was Brunswick’s internal or external auditor and personally worked on Brunswick’s audit during that time;
•	The director or a member of the director’s immediate family is, or within the prior three years has been, employed as an executive officer of any other business organization where any of Brunswick’s current executive officers serve or served on that business organization’s compensation committee; or
•	The director is an employee of, or a member of the director’s immediate family is a director or an executive officer of, a business organization that has made payments to, or received payments from, Brunswick for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1.0 million or 2 percent of the business organization’s consolidated gross revenues.

Applying the NYSE standards described above, and considering all relevant facts and circumstances, the Board has made an affirmative determination that none of the non-management directors has a material relationship with Brunswick and that all non-management directors, comprised of Mr. Archibald, Ms. Bélec, Mr. Bleustein, Ms. Dunaway,Cooper, Mr. Everitt, Mr. Fernandez, Mr. Phillips,Singer, Mr. Stayer, Ms. Warner, Mr. Whisler, Mr. Wood and Mr. Zimmerman, are independent. The Board had previously determined that Cambria Dunaway, who served as a director during part of 2014, was independent.

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CORPORATE GOVERNANCE

Overview

The Board of Directors has adopted written Principles and Practices (the “Principles”)Principles) to assist it in the performance of its duties and the exercise of its responsibilities. The Principles are available on Brunswick’s Web site,www.brunswick.com/company/governance/principlespractices.php, or in print upon request by any Brunswick shareholder. The Principles set the framework for Brunswick’s governance structure. The Board believes that good corporate governance is a source of competitive advantage for Brunswick. Good governance allows the skills, experience and judgment of the Board to support Brunswick’s executive management team, enabling management to improve Brunswick’s performance and maximize shareholder value.

As set forth in the Principles, the Board’s responsibilities include overseeing and directing the Company’s management in building long-term value for shareholders. The Chief Executive Officer and the Company’s senior management team are responsible for managing Brunswick’s day-to-day business operations and for presenting regular updates to the Board about the Company’s business. The Board offers the Chief Executive Officer and management constructive advice and counsel and may, at its sole discretion and at the Company’s expense, obtain advice and counsel from independent legal, financial, accounting and other advisors.

The Board of Directors met five times during 2012. Each2014. Our directors collectively attended 94 percent of the 2014 Board and Committee Meetings, with each director attended allattending more than 75 percent of the aggregate of the Board meetings and all meetings of Committees of which they were membershe or she was a member during 2012.2014. The Principles provide that all members of the Board are requested to attend Brunswick’s Annual Meeting of Shareholders. All members of the Board then in office, except Mr. Everitt, Mr. Whisler and Mr. Wood, attended the 20122014 Annual Meeting of Shareholders.

The non-management directors regularly meet in executive session without members of management present. The Lead Independent Director, Manuel A. Fernandez, presides and acts as the Board’s leader when it meets in executive session or when the Chairman and Chief Executive Officer is unable to lead the Board’s deliberations. Additionally, the Lead Independent Director serves as a liaison between management and the Board and is responsible for consulting with the Chairman and Chief Executive Officer regarding Board and Committee meeting agendas and Board governance matters.

Brunswick Ethics Program

In 2000,2013, Brunswick adopted atheBrunswick Code of Conduct (the Code) which updated and replaced the formal Code of Ethics adopted in 2000 entitledMaking the Right Choice: The Brunswick Guide to Conduct in the Workplace (the “Guide”). The GuideCode applies to all employees, officers and directors of the Company, and includes standards and procedures for reporting and addressing potential conflicts of interest, as well as a general code of conduct that provides guidelines regarding how to conduct business in an ethical manner. The Board has adopted an additional Code of Ethics for Senior Financial Officers and Managers (the “FinancialFinancial Officer Code of Ethics”)Ethics). The Financial Officer Code of Ethics applies to Brunswick’s Chief Executive Officer, Chief Financial Officer, Vice President — Treasurer, Vice President — Tax, Vice President — Internal Audit, Vice President — Finance and Controller, and other Brunswick employees designated by the Board, and sets forth standards to which these officers and employees are to adhere in areas such as conflicts of interest, disclosure of information and compliance with laws, rules and regulations. The Financial Officer Code of Ethics supplements the Guide.Code. These policies are overseen and administered by the Nominating and Corporate Governance Committee and the Company’s Ethics Office. The Guide is available at www.brunswick.com/company/ethics/ethicsguide.php Code and the Financial Officer Code of Ethics isare available atwww.brunswick.com/company/governance/ethics/codeofethics.php, and both may be obtained in print upon request by any Brunswick shareholder. If Brunswick grants a waiver of the policies set forth in the GuideCode or the Financial Officer Code of Ethics, it will, to the extent required by applicable law, regulation or regulation,NYSE listing standard, disclose that waiver by making an appropriate statement on its Web site atwww.brunswick.com.

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for, among other things, identifying, screening, personally interviewing and recommending director nominee candidates to the Board. The Nominating and Corporate Governance Committee considers nominees on the basis of their integrity, experience, achievements, judgment, intelligence, personal character, ability to make independent analytical inquiries, willingness to devote adequate time to Board duties, and the likelihood that they will be willing to serve on the Board for a sustained period. The Company does not have a formal policy with respect to diversity as a consideration in the identification of nominees for the Board of Directors. However, the Board and the Nominating and Corporate Governance Committee believe that it is important that the Board reflect different viewpoints and, therefore, as set forth in the Principles, additional consideration is given to achieving an overall diversity of perspectives, backgrounds and experiences in Board membership. The Nominating and Corporate Governance Committee may retain a third-party search firm to assist it with identifying qualified candidates that meet the needs of the Board at that time.

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The Nominating and Corporate Governance Committee will consider qualified director candidates who are suggested by shareholders in written submissions to Brunswick’s Secretary at Brunswick Corporation, 1 N. Field Court, Lake Forest, Illinois 60045; Attention: Corporate Secretary’s Office (fax: 847.735.4433; e-mailcorporate.secretary@brunswick.com). Any recommendation submitted by a shareholder must include the name of the candidate, a description of the candidate’s educational and professional background, contact information for the candidate and a brief explanation of why the shareholder believes the candidate is suitable for election. The Nominating and Corporate Governance Committee will apply the same standards in considering director candidates recommended by shareholders that it applies to other candidates.

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In addition to recommending director candidates to the Nominating and Corporate Governance Committee, shareholders may also, pursuant to procedures established in the Company’s By-laws, directly nominate one or more director candidates to stand for election at an annual or special meeting of shareholders. For an annual meeting of shareholders, a shareholder wishing to make such a nomination must deliver written notice of the nomination to Brunswick’s Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. For a special meeting of shareholders, a shareholder wishing to make such a nomination must deliver written notice of the nomination to Brunswick’s Secretary not later than the close of business on the tenth day following the date on which notice of the meeting is first given to shareholders. In either case, a notice of nomination submitted by a shareholder must include information concerning the nominating shareholder and the shareholder’s nominee(s) as required by the Company’s By-laws.

Board Leadership Structure

The Board believes that the combined role of Chairman and Chief Executive Officer, together with the appointment of a Lead Independent Director by the other independent directors, a substantial majority of independent directors, and the use of regular executive sessions of non-management directors, achieves an appropriate balance between the effective development of key strategic and operational objectives and independent oversight of management’s execution of those objectives.

Additionally, the Board believes that because the Chairman and Chief Executive Officer is the director most familiar with the Company’s business, industry and day-to-day operations, he is well-positioned to help the Board focus on those issues of greatest importance to the Company and its shareholders and to assist the Board with identifying Brunswick’s strategic priorities, as well as the short-term and long-term risks and challenges facing the Company. While independent directors have invaluable experience and expertise from outside the Company and its businesses, giving them different perspectives regarding the development of the Company’s strategic goals and objectives, the Chief Executive Officer is well-suited to bring Company-specific experience and industry expertise to his discussions with non-management directors.

Shareholder Communications with the Board

The Principles provide that Brunswick shareholders or other interested parties may, at any time, communicate in writing with the Board, the Lead Independent Director, or the non-management directors as a group, by writing to such director(s) at: Brunswick Corporation, 1 N. Field Court, Lake Forest, IL 60045; Attention: Corporate Secretary’s Office (fax: 847.735.4433; e-mailcorporate.secretary@brunswick.com). Copies of written communications received by any of these means will be reviewed by the General Counsel and distributed to the Board, the Lead Independent Director or the non-management directors as a group, as appropriate, depending on the subject matter and facts and circumstances described in the communication. Communications that are not related to the duties and responsibilities of the Board, or are otherwise considered to be improper for submission to the intended recipient(s), will not be forwarded to the Board, the Lead Independent Director or the non-management directors.

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Review, Approval or Ratification of Transactions with Related Persons

Pursuant to its charter, the Nominating and Corporate Governance Committee of the Company’s Board of Directors is tasked with the recommendation and review of all corporate governance principles, policies and programs designed to ensure the Company’s compliance with high ethical standards and with applicable legal and regulatory requirements, including those relating to conflicts of interest and other business practices that reflect upon the Company’s role as a responsible corporate citizen. The Nominating and Corporate Governance Committee oversees the implementation of theMaking the Right Choice: The Brunswick Guide toCode of Conduct, in the Workplace, which contains Brunswick’s Conflicts of Interest Policy. The Nominating and Corporate Governance Committee reports on these compliance matters to the Board of Directors, which is the body ultimately responsible for overseeing the Company’s ethical and legal compliance, including information involving transactions with “related persons.”

The Company’s policy regarding related person transactions (the “RelatedRelated Person Transactions Policy”)Policy) defines “related persons” to include all directors and executive officers of the Company, all beneficial owners of more than 5 percent of any class of voting securities of the Company, and the immediate family members of any such persons. On a regular basis, the Company requests that its directors and executive officers complete a questionnaire including questions designed to identify any potential related person transactions. According to the Related Person Transactions Policy, a related person transaction includes any transaction valued at over $120,000 in which the Company is a participant and in which a related person has or will have a direct or indirect material interest, including any financial transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships. Certain transactions are excluded from this Related Person Transactions Policy.

If a related person transaction would be required to be disclosed,is identified, the Related Person Transactions Policy requires that the transaction be submitted to the Company’s Nominating and Corporate Governance Committee for approval or ratification. If the Nominating and Corporate Governance Committee determines that the transaction should be considered by the Board of Directors, it will be submitted for consideration by all disinterested members of the Board (the “Reviewing Directors”)Reviewing Directors). In determining whether to approve or ratify a related person transaction, the Nominating and Corporate Governance Committee and/or the Reviewing Directors will consider all factors that are relevant to the transaction, including:

•

The size of the transaction and the amount payable to a related person;

•

The nature of the interest of the related person in the transaction;

•

Whether the transaction may involve a conflict of interest; and

•

•	The size of the transaction and the amount payable to a related person;
•	The nature of the interest of the related person in the transaction;
•	Whether the transaction may involve a conflict of interest; and
•	Whether the transaction involves the provision of goods or services to the Company that are also available from unaffiliated third parties and, if so, whether the terms of the transaction are at least as favorable to the Company as would be available in comparable transactions with unaffiliated third parties.

The Company’s Related Person Transactions Policy was formally codified in a written document in July 2010. In 2012,2014, no transaction was identified as a related person transaction and, therefore, no transaction was referred to the Board or any Committee of the Board for review.

Risk Management

The Board of Directors has an active role in overseeing effective management of the Company’s risks and regularly reviews information regarding the Company’s credit, liquidity, cash flow and business operations, including any associated risks. The Board conducts an annual, in-depth review of the Company’s business, which includes detailed analysis and consideration of strategic, operational, financial, competitive, compliance and compensation risk areas. Although the Board as a whole has responsibility for risk oversight, each Board Committee addresses relevant risk topics as part of its Committee responsibilities. The Committees oversee the Company’s risk profile and exposures relating to matters within the scope of their authority and provide periodic reports to the full Board about their deliberations and recommendations. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and its overall compensation philosophy.

Historically, in an ongoing effort to manage risk, Brunswick has maintained a level of financial prudence associated with its compensation programs, which it plans to continue. In assessing whether risks arising from Brunswick’s compensation programs or policies were reasonably likely to have a material adverse effect on the Company, senior management reviewed the Company’s compensation programs and practices for all employees, the potential risk exposure presented by those programs and practices, and the factors, tools and processes that mitigate those risks. As part of its 20122014 review, management considered the compensation arrangements currently in place for employees and officers, and following this review, management determined, and the Compensation Committee agreed, that none of Brunswick’s compensation programs or policies creates risks that are reasonably likely to have a material adverse effect on the Company.

Management then

As part of this review, management presented a summary of its review to the Company’s Compensation Committee for discussion. The summary listed each compensation program and policy applicable to the various groups of Brunswick employees and officers, the potential risks presented by that program or policy and the risk mitigation tools or processes employed by the Company to mitigate the related risks.

The compensation programs and policies covered by the summary included payments in the forms of base salaries, annual incentive compensation and equity-based awards. The risk mitigation tools covered by the summary included the following: (1) the plans were capped at maximum payout levels that, while creating incentives for superior business performance, were not so great as to entice undue risk-taking; (2) the performance metrics to achieve above-target payouts under the plans were not unduly leveraged (that is, small increments of above-target performance would not result in disproportionate increases in calculated plan bonus amounts); and (3) the plans contain negative discretion provisions that can be (and have been) exercised to reduce or eliminate calculated payout results. This mechanism places final control of plan payouts with the Company’s Board of Directors.

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In addition to senior management’s review, members of Brunswick’s Human Resources Department conduct an annual assessment of all executive and non-executive incentive plans to ensure that they are aligned with the Company’s strategic business objectives. In 2012,2014, in addition to its standard review process, Brunswick’s Human Resources representatives conducted a full review of the potential risks associated with the Company’s incentive plans and engaged in the following analysis:

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Identify the metrics governing each incentive-based compensation program;

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Assess the performance metrics of the incentive programs to ensure that they are consistent with the Company’s short-term and long-term goals;

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Review the potential range of payouts pursuant to the plans to confirm that payouts are reasonable in relation to the economic gain associated with achievement of the metrics;

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Ensure that the plans establish maximum payout amounts, or caps, for the calculation of payments, as appropriate; and

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•	Identify the metrics governing each incentive-based compensation program;
•	Assess the performance metrics of the incentive programs to ensure that they are consistent with the Company’s short-term and long-term goals;
•	Review the potential range of payouts pursuant to the plans to confirm that payouts are reasonable in relation to the economic gain associated with achievement of the metrics;
•	Ensure that the plans establish maximum payout amounts, or caps, for the calculation of payments, as appropriate; and
•	Verify that the Company’s management team and/or the Board of Directors retain the right to modify, suspend and/or terminate the plans and corresponding payouts without prior notice.

Further, the Compensation Committee considered other compensation risk mitigants such as the Company’s meaningful stock ownership guidelines and requirements, clawback policy and anti-hedging and anti-pledging policy.

The Human Resources representatives considered all of the foregoing information, specifically assessing each of the Company’s incentive plans to identify any provisions that might cause employees to act in a manner that would create risks that are reasonably likely to have a material adverse effect on the Company. No such provisions were identified.

In addition, the Compensation Committee engages in a comprehensive annual review of the Brunswick Performance Plan (“BPP”)(BPP), the Company’s primary annual incentive plan, and its performance measures. The Compensation Committee assesses the BPP in conjunction with the Company’s overall strategic business objectives, as well as its forecast and budget. In 2012,2014, the Committee also assessed each of the Company’s compensation programs, ensuring that they were consistent with and aligned with Brunswick’s short- and long-term business objectives. The Compensation Committee reviewed the 20122014 BPP and determined that its plan design would effectively encourage employees to engage in appropriate and responsible behavior without unnecessary risk-taking that could have a negative impact on the Company. In addition, the BPP contains a negative discretion clause that expressly empowers the Compensation Committee to limit, reduce or reduceeliminate the BPP payout under the BPP’s formula, based on extenuating circumstances and business outlook.

The majority of Brunswick’s non-executive incentive plans adopt the BPP’s performance metrics, ensuring that the plans encourage and reward appropriate behavior throughout the organization. For those few incentive plans at the division level that do not mirror the BPP, Brunswick management performs a similar analysis of the plans on an annual basis in order to identify and remediate any potential negative behaviors that might result.

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Stock Held by Directors, Executive Officers and Principal Shareholders

Each director and nominee for director, each executive officer listed in the Summary Compensation Table, and all directors and executive officers as a group, owned the number of shares of Brunswick Common Stock set forth in the following table, with sole voting and investment power except as otherwise indicated:

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Those shareholders known to Brunswick thatto beneficially own more than 5 percent of Brunswick’s outstanding Common Stock are:

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), requires Brunswick’s directors, executive officers and beneficial owners of more than 10 percent of Brunswick Common Stock to file initial reports of ownership and reports of changes in ownership with the SEC. Based on a review of the copies of such forms furnished to the Company and written representations from the Company’s directors and executive officers, the Company believes that all forms were filed in a timely manner during 2012 and 20112014, with one exception. On September 20, 2011, Ralph Stayer sold 24the exception of the Form 4 filed by Mr. Kevin Grodzki on February 3, 2014 which inadvertently omitted the beneficial acquisition of 4,060 shares of Brunswick Common Stock. Due to an administrative error, this sale was not timely reported. Upon discoveryStock resulting from the vesting of the error, aPerformance Shares. An amended Form 4 reflecting this update was filed on December 10, 2012.January 16, 2015 upon recognition of the omission.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes Brunswick’s overall executive compensation policies and practices and specifically analyzes the total compensation for the named executive officers (“NEOs”)(NEOs). The NEOs are:

Dustan E. McCoy – Chairman and Chief Executive OfficerBusiness Highlights

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Peter B. Hamilton – Senior Vice President and Chief Financial Officer

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Mark D. Schwabero – Vice President & President – Mercury Marine

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Andrew E. Graves – Vice President & President – Boat Group

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B. Russell Lockridge – Vice President and Chief Human Resources Officer

Executive Summary

In 2012,The Company’s results in 2014 represent the Company successfully navigated through extreme variability in markets and business conditions, which resulted in the thirdfifth consecutive year of strong improvementimprovements in operating earnings. Despite global economic challenges, theperformance. The Company looked to achieve the following financial objectives in 2012:2014:

Deliver revenue growth;

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Experience strong increases in operating earnings; and

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Continue to generate strong free cash flow, retire debt and make significant contributions into the Company’s defined benefit pension plans in pursuit of fully funding these plans.

AchievementAchievements against the Company’s financial objectives in 20122014 were as follows:

Deliver revenue growth:

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Weaker global demand for fiberglass sterndrive boats; and

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The absence of a large order from one of Fitness’s major customer categories.

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Capitalized on near-term growth opportunities such as the launch of the Marine Engine segment’s new 150 horsepower outboard engine, strong growth in marine service, parts and accessories businesses from new product launches and the introduction of many new products in the Boat and Fitness segments.

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Experienced strong demand and increasing sales in aluminum boats and outboard-powered fiberglass boats as well as the rapidly growing pontoon boat category.

Experience strong increases in operating earnings:

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Reported operating earnings of $264.1 million in 2012 compared with operating earnings of $213.7 million in 2011 and $62.9 million in 2010;

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Operating earnings increased by $50.4 million in 2012 when compared with 2011 on an increase in net sales of $47.6 million; and

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Continued reducing costs, achieving targets for operating efficiency improvements and realizing the benefits of past restructuring activities.

Continue to generate strong free cash flow retire debt and make significant contributions intoexecute against the Company’s defined benefit pension plans in pursuit of fully funding these plans:capital strategy:

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Deliver Strong Return to Shareholders

Operating cash flows from continuing operations totaled $183.6 million during 2012, benefitting from improved operating results, partially offset by cash used for changes in certain current assets and current liabilities;

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Contributed $69.0 million to the Company’s defined benefit pension plans to bring the aggregate funded status of its qualified pension plans to approximately 67 percent;

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Selectively increased capital expenditures to support growth initiatives and for profit-maintaining investments; and

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Retired $124.2 million of debt during 2012, contributing to a $13.7 million decrease in interest expense.

Brunswick’s compensation plans are intended to support its strategic focus and reward Company performance. Specifically in 2012, the Company continued to include both company-wide and division-specific performance measures in its annual incentive plan that are tied to both earnings and free cash flow. By also including earnings metrics in the 2012 program, the Company sought to incentivize efforts to achieve positive earnings and operating leverage results.

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Brunswick’s compensation philosophy is to encourage and reward the creation of sustainable, long-term shareholder value. From a shareholder perspective, Brunswick performed exceptionally well as illustrated inby the one and three year total shareholder returns (“TSR”)(TSR) of 61.35%12.4 percent and 130.06%,188.0 percent respectively. The table below highlights Brunswick’s historical stock price history over a ten year period:

STOCK PRICE HISTORY

Consideration of 2014 Executive Compensation Vote

At its 20122014 shareholder meeting, the Company received overwhelming shareholder approval onof its “say on pay” proposal (84.4%(98.8 percent of votes cast were cast for the proposal). ManagementThe Company was pleased with the continued supportthis significant vote of confidence in its pay practices (the same percentage of shareholders approved the 2011 proposal) and no changes were made to the Company’s compensation programs directly as a result thereof. Nevertheless, there were severalthe Company did make some changes made in 2012 to the Company’sits compensation programs and practices that were designedin 2014 to further reinforce the Company’s pay for performance philosophy and to align management compensation with shareholder interests.

The changes made in 2012, which include

Specifically, as a way to deliver more tax efficient compensation to eligible participants, the issuance of performance shares, the elimination of all “grandfathered” excise tax gross-upsCompany sought and the eliminationshareholders approved a stock incentive plan intended to be compliant with Section 162(m) of the one remaining “modified single-trigger”Internal Revenue Code. This change in control clause, coupled with the changes that have occurred in the prior several years (e.g., eliminating tax gross-up payments on the value of perquisites offered, strengthening the officer and director share ownership guidelines, etc.) better align the compensation programs with shareholder interest and good corporate governance. These changes areis highlighted in more detail below.

Key Compensation Decisions in 20122014

Annual Incentive Plan

For 2012,2014, Earnings Before Interest and Taxes (EBIT) was used as the funding metric under the Brunswick Corporation Senior Management Incentive Plan (SMIP), the Company’s Section 162(m) performance qualified annual incentive plan. Specifically, the SMIP pool was funded based on 2% of EBIT for the CEO and 1% of EBIT for each of the other NEOs. For purposes of distributing the funding earned under the SMIP, the Brunswick Performance Plan (BPP) is used. For 2014, the Company designed the Brunswick Performance Plan (“BPP”)BPP to include divisional EBIT to reward division performance, (EBIT), while still keeping a portion of the award tied to overall Brunswick results (EPSEarnings Per Share (EPS) and FCF).Free Cash Flow (FCF) results. Specifically, the 20122014 BPP for the NEOs contained performance measures attributable to each of the four business groupsdivisions in addition to corporate earnings per share.EPS. Actual performance in 20122014 exceeded the performance targets set for the 20122014 BPP, and aggregate awards under the plan were paid at 109%approximately 112 percent of target opportunity. For additional Information on the annual incentive plan, see “Achievement of Targeted Results” on page 29 below.

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Long-Term Incentives

At the Company’s 2014 Annual Meeting, shareholders approved the Company will ask shareholders to approve an annual incentive plan that, if approved, will helpBrunswick Corporation 2014 Stock Incentive Plan, which was designed with the Company to qualify certain compensationgoal of qualifying the performance based long-term incentives as “performance-based”“performance based” for purposes of Section 162(m) of the Internal Revenue Code.

Long-Term Incentives

In 2012,2014, the Company granted performance-based equity in the form of performance shares (“Performance Shares”)(Performance Shares) to certain key officers of the Company, including each of the NEOs. For each of the NEOs in 2012, Performance Shares represented one-third of their long-term incentive opportunity (with the balance split evenly between stock appreciation rights (“SARs”) and restricted stock units (“RSUs”)). Effective with the 2013 annual equity grant, the percentage of Performance Shares awarded to NEOs has been increased to 50 percent of their long-term incentive opportunity, with the balance awarded as time-based RSUs. The Company believes Performance Shares strengthen its pay-for-performance philosophy and align management’s goals with the Company’s key strategic initiatives.

Executive Terms

Equity Award for Mr. Schwabero and ConditionsMr. Pfeifer

As a part of Employment

Althoughthe Board’s succession planning process, in May 2014, Mr. Schwabero was promoted to President and Chief Operating Officer of the Company, had eliminated tax gross-ups on changeand Mr. Pfeifer was promoted to Vice President and President of Mercury Marine. In conjunction with their promotions, Mr. Schwabero and Mr. Pfeifer each received an increase to their annual long-term incentive target. As such, Mr. Schwabero and Mr. Pfeifer received an additional equity grant in control (“CIC”) paymentsMay 2014 to recognize their increased targets. These awards were prorated for all prospective officers in 2009, for those grandfathered officers (including the NEOs), tax gross-ups on CIC payments remained in place. Effective asbalance of December 28, 2012, all NEO’s terms2014. Future awards to Mr. Schwabero and conditions were modified to eliminate the tax gross-up on CIC payments. In addition, the Chairman and Chief Executive Officer’s terms and conditions were modified to eliminate his modified single trigger walk away right following a CIC in favor of a double triggerMr. Pfeifer will be consistent with all other officers.their new long-term incentive target and will coincide with the regular annual grant, typically made in February of each year.

All

Termination Arrangements with Mr. Graves

Mr. Graves’s employment with the Company terminated on May 30, 2014, as part of these key compensation decisions are meant to communicate and reinforce the Company’s commitmentlong-term succession process. In connection with Mr. Graves’s departure, the Human Resources and Compensation Committee of the Board of Directors (Compensation Committee) determined that it would treat his outstanding equity awards as if the Rule of 70 or Age 62 applied to sound pay practiceshim at the time of his termination. See page 36 for additional information on the Rule of 70 or Age 62. This permitted Mr. Graves (i) to retain restricted stock unit awards, performance share unit awards and competitive compensation practices. In addition,stock appreciation rights (SARs) that otherwise would have been forfeited in connection with his termination and (ii) to have a period of up to five years following his termination to exercise outstanding SARs. The Committee determined that these compensation decisions reinforce our pay-for-performance philosophyactions were appropriate given that the termination of Mr. Graves’s employment occurred in order to facilitate the Company’s long-term succession process, and provide a solid frameworkwere it not for delivering compensation that not only rewards the participants, but also drives valuethis, Mr. Graves’s employment would have been expected to continue. See “Arrangement with Mr. Graves” on page 42 for our shareholders.additional information.

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Overall Philosophy and Objectives of Our Executive Compensation Programs

The overall philosophy of Brunswick’s compensation programs for its NEOs and other senior executives is to encourage and reward the creation of sustainable, long-term shareholder value. Specifically, the Company has identified the following objectives to help realize this goal:

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Alignment with Shareholders’ Interests - Reward performance in a given year and achievements over a sustained period that are aligned with the interests of our shareholders;

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Motivate Achievement of Financial and Strategic Goals - Ensure that compensation structure reinforces achievement of business objectives and execution of Brunswick’s overall strategy;

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Remain Competitive - Attract, retain and motivate the talent required to ensure Brunswick’s continued success; and

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Reward Superior Performance - Reinforce Brunswick’s pay-for-performance culture.

Compensation Design Principles

In support of the objectives identified above, the framework of Brunswick’s executive compensation programs incorporates the following compensation design principles:

Focus on the Creation of Long-Term Shareholder Value

Brunswick’s senior executives are responsible for achieving long-term strategic goals. Accordingly, compensation is weighted towards rewarding long-term value creation for shareholders. For Mr. McCoy, approximately 6267 percent of targeted total compensation is based on long-term performance, and for our other NEOs, it is approximately 3849 percent. For Mr. McCoy, approximately 2320 percent of targeted total compensation is based on annual performance against established performance criteria, and for our other NEOs it is approximately 3225 percent. The balance consists of base salary (15(13 percent for Mr. McCoy and 3026 percent for the other NEOs).

Our emphasis on long-term shareholder value creation is best illustrated in the following chart, which shows the portion of total targeted compensation that is attributable to our long-term incentive compensation and the portion attributable to other key elements of our compensation programs. As shown in the chart, long-term incentive compensation accounts for the largest percentage of overall compensation when compared to base salary and annual incentives (bonus). In addition, as a result of the compensation structure, a majority of senior executive compensation is deemed performance-based or “at risk”, with such amounts constituting approximately 8587 percent of Mr. McCoy’s total compensation and approximately 7074 percent of total compensation for our other NEOs.

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Below is a chart comparing the targeted compensation mix of our CEO and other NEOs:

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WHAT WE DO			WHAT WE DON’T DO
	Very high percentage of executive pay is tied to performance			We have no gross-ups (including perks, excise tax)
	Executives have performance-based goals which are tied to shareholder return			There are no modified single-trigger or a single-trigger change-in-control severance agreements (we only use double-trigger CIC severance provisions)
	We target median compensation levels, and review market data, of our peer group when making executive compensation decisions			All of our equity plans expressly forbid option repricing without shareholder approval
	We apply strict share ownership guidelines to NEOs			All of our active equity plans expressly forbid exchanges of underwater options for cash
	We disclose complete information on the annual and long-term incentive plan plans			We do not allow hedging of shares by directors or employees
	We prohibit recycling for options/SARs			We do not allow pledging of shares
	We require vested shares from our equity compensation programs to be held until share ownership guidelines are met			We do not allow pledging of shares by directors or employees
	We consider, and attempt to mitigate, risk in our compensation program			We do not pay dividends or dividend equivalents on unearned performance shares
	We use an independent compensation consultant
	We have an established clawback policy

Provide Incentives for Achievement of the Company’s Goals

In addition to achieving Brunswick’s long-term and strategic goals, the Company’s senior executives are charged with the responsibility for meeting the Company’s financial and operational goals. As a result, the Company has linked executive compensation to business performance by establishing measurable business metrics against which performance is measured, and which have been determined by the Board of Directors to be important to Brunswick’s key stakeholders.

The Company establishes variable compensation targets (including individual BPP targets) for NEOs and other employees, usingwith reference to peer median total direct compensation (base salary plus bonus plus long-term incentive) minus base salary. This amount is then split between annual and long-term incentives at a ratio that the Compensation Committee feels is appropriate for a company like Brunswick. In 2012, 29 percent of Mr. McCoy’s actual incentive compensation was comprised of annual incentives and 71 percent was comprised of long-term incentives. For other NEOs, on average, 49 percent of incentive compensation was annual and 51 percent was long-term.

Annual incentive metrics are based on a combination of division and overall Brunswick results. Long-term incentives are based on Brunswick’s consolidated results and share price.

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Competitive Compensation

Brunswick recognizes that, in order to attract and retain the level of talent that is essential to achieving its established objectives, it must maintain a competitive executive compensation program.

Each year, Frederic W. Cook & Co., Inc., the Committee’s independent compensation consultant, provides a detailed analysis regarding proposed compensation levels for the CEO.

For all NEOs other NEOs,than the CEO, Brunswick assesses the competitiveness of executive compensation every two years using survey data purchased from Aon Hewitt, which shows the executive compensation practices of a peer group of 1816 publicly-traded companies with annual revenue levels comparable to Brunswick’s. Each year, Frederic W. Cook & Co., Inc., the Committee’s independent compensation consultant, provides a detailed analysis regarding proposed compensation levels for the CEO using the same peer group. Brunswick’s target pay mix and total compensation opportunities are designed to reflectapproximate the median of this peer group. The analysisIn 2013, the Company completed the competitive benchmark assessment which confirmed that, on average, Brunswick’s target total compensation (base salary, annual bonus and long-term incentives) for the senior management positions, including the NEOs, approximates the median of competitive practice. Criteria used to identify the peer group include:

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Size: Companies with revenues that generally range from one-half to two times Brunswick’s total annual revenue.

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Business Focus: Publicly-traded manufacturing companies.

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Consistency: The peer group should be relatively stable. Companies historically have been eliminated if they no longer participated in the Aon Hewitt survey, were acquired, or if their revenue exceeded two times Brunswick’s revenue.

Brunswick’s current peer group consists of the following companies:

Consistent with past practice, Brunswick will be assessingassessed the appropriateness of the current peer group during 2013.2013, with the next review scheduled for 2015.

Brunswick is the largest domestic, publicly-traded company in the marine industry, with total revenues approximately 2520 times those of the only othernext largest publicly-traded boat manufacturer (Marine Products) as of December 31, 2012.2014. As a result, there are no direct competitors in the compensation peer group.

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Internal Equity

Brunswick establishes compensation ranges for positions with similar characteristics and scopesscope of responsibility, including NEO positions, even if such ranges differ somewhat from comparable positions at companies in our peer group. Balancing competitiveness with internal equity helps support management development and movement of talent throughout Brunswick’s worldwide operations. Differences in actual compensation between employees in similar positions result from individual performance, future potential and division financial results. This effort also helps Brunswick promote talented managers to positions with increased responsibilities and provides meaningful developmental opportunities.

Reward Corporate, Division and Individual Performance

Recognizing corporate, division and individual performance in compensation helps reinforce the importance of working together and furthers Brunswick’s pay-for-performance philosophy. For 2012,2014, Brunswick funded incentives for all participants based on the achievement of corporate and division performance goals and allocated incentives based on individual contributions. For those NEOs with division responsibility, incentives were focused on the financial performance of their divisions, but also included a significant portion tied to overall corporate results.

Managing Compensation in Cyclical Industries

Brunswick has a strong pay-for-performance culture and strives to establish consistent incentive performance targets and awards despite the cyclical nature of the industries in which it competes. Historically, the marine industry has tended to be negatively affected early in economic downturns and has lagged behindrecovery occurs later than other industries during periods of economic recovery.expansion. As a result, Brunswick has experienced significant swings in funding from one performance period to another, and aggregateanother. Aggregate annual incentive funding, as a percentage of target from 2008 through 2012,2014, ranged from a high of 149 percent of target to a low of 0 percent, with an average of 9299 percent of target. For a given year, funding also can vary significantly between divisions and individuals based on performance.

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What Is Rewarded?

Brunswick designs NEO compensation to reward achievement of budgeted financial results, (e.g.,namely EPS, EBIT, free cash flow,FCF and cash flow returnCash Flow Return on investment)Investment (CFROI), Brunswick stock price performance (both absolute and on a relative basis) and individual performance.

Achievement of Targeted Results

Earnings Per Share, Earnings Before Interest and Taxes, Free Cash Flow, and Cash Flow Return on Investment

The Company established the 20122014 BPP annual incentive formula to recognize and reward outstanding performance by its divisions. Specifically, the BPP provides that funding is based on the achievement of corporate earnings per share (“EPS”)EPS and corporate free cash flow (“FCF”)FCF objectives, as well as division-specific earnings before interest and taxes (“EBIT”).EBIT. One exception is that for Performance Share recipients,participants, including all NEOs, their Corporatethe corporate results component under the BPP areis based solely on EPS performance so as to avoid duplication of performance metrics under the Performance Share award that rewardrewards performance based on the achievement of CFROI, a free cash flow and capital employed metric (Cash Flow Return on Investment).metric.

For all other participants, corporate employees’ bonuses in 20122014 were weighted 50 percent on overall Brunswick performance (25 percent based on the EPS metric and 25 percent based on the free cash flowFCF metric) and 50 percent on the EBIT performance of the divisions, with each division representing 12.5 percentdivisions. Each of the total.business units was weighted 12.5% of the division EBIT results until the date that the Bowling Retail sale purchase agreement was executed. After that date, division EBIT results were split between the remaining three business units at 16.67%. Division participants are also weighted 50 percent on overall Brunswick performance (25 percent based on the EPS metric and 25 percent based on the free cash flowFCF metric) and 50 percent on their respective division’s EBIT performance. The Compensation Committee believes that EPS, division EBIT and free cash flowFCF are appropriate measures to be used in our annual incentive plan. Earnings figures, specifically EPS, are widely tracked and reported by analysts and used as a measure to evaluate Brunswick’s performance. Free cash flowDivision EBIT is important as it shows each division’s contribution to the Company’s overall earnings performance. Finally, FCF is important because it measures the Company’s cash-generating results and enables the Company to reduce debt and fund investments in future profitable growth initiatives.initiatives and increase returns to shareholders.

The following chart shows the relative weighting of the performance measures used under the BPP.

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Stock Price Appreciation

Stock price appreciation is a significant component of total shareholder return and thus shareholder value creation. Stock price appreciation affects the value of Brunswick’s equity grants, including SARs, RSUs,Stock Appreciation Rights (SARs), Restricted Stock Units (RSUs), and Performance Shares.

Individual Performance

Individual performance is assessed via the Performance Management Process (“PMP”)(PMP). The PMP was created to help employees better understand Brunswick and division-specific goals, and to define their role in and contribution towards achieving these goals. The Company believes that the PMP is an effective tool in assessing performance against individual goals.

Once Brunswick and division goals are established, salaried employees (including NEOs) work with their supervisors to set individual goals aligned with the Company’s strategic direction. Employees establish goals for specific initiatives, major responsibilities key to their positions and individual developmental requirements, and their managers identify specific core competencies that employees are expected to achieve. The Chief Executive Officer’s performance is jointly assessed by the Compensation Committee and the Nominating and Corporate Governance Committee of the Board of Directors with input from all members of the Board of Directors. Performance of other NEOs is assessed by the Chief Executive Officer with review by the Compensation Committee.

Individual performance affects base salary increases, annual incentives and equity grant decision-making. As part of the PMP process, managers have the ability to adjust all elements of compensation based on the individual’s attainment of annual goals and performance against critical competencies, which determines the content of the individual’s annual performance review and the overall PMP rating.

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Compensation Elements

Brunswick structures its compensation to reflect the Company’s business objectives and compensation philosophy. The particular elements that comprise the Company’s compensation programs for senior executives are summarized below, along with an explanation of why Brunswick selected each compensation element, how the amount and formula are determined, and how decisions regarding that compensation element fit into the Company’s overall compensation objectives and programs.

Base Salary

Base salary is fixed compensation for Brunswick’s NEOs. It is designed to provide a minimum level of pay that reflects each executive’s position and scope of responsibility, leadership skills and individual performance, as demonstrated over time. When establishing an executive’s base salary, the Company also targets the median pay level offered by the companies in its peer group for positions with similar responsibilities and business size. For a company in a cyclical business, such as Brunswick’s marine business, a competitive base salary is important for attracting and retaining the executives needed to lead the business.

Brunswick reviews salaries on an annual basis to ensure they are externally competitive, reflect individual performance and are internally equitable in relation to other Brunswick executives. The Company makes salary adjustments on a periodic basis in response to market practices and to provide merit increases. Additionally, the base salary component serves as the foundation of executives’ total pay, as incentives and benefits are generally computed as a function of base salary, which allows the Company to link performance and pay. As illustrated by the following chart, the average merit increase of NEO salary from 2010-20122012 to 2014 was 2.5%.3.2 percent.

Annual Incentive Plan

Brunswick’s annual incentive plan, the BPP, is the primary compensation element used to reward accomplishments against established business goals within a given year.

Brunswick sets the BPP target funding based on planned performance for the year, as approved by the Board of Directors. The PlanBPP limits funding to no more than 200 percent of target funding, with the Compensation Committee approving amounts within thata range from 0 percent to 200 percent based on its review of the Company’s performance against pre-established targets. Target funding is equal to salary paid in the year multiplied by the target percentage for each participant. For 2012,2014, the percentage of salary targets under the BPP for NEOs ranged from 10080 percent to 150 percent.

The Company determines individual awards using: overall funding as approved by the Compensation Committee; the individual’s pro-rata portion of approved funding as adjusted for individual performance; and other factors deemed to be relevant. For 2012,2014, the Compensation Committee approved payouts ranging from 10256 percent to 131146 percent of target opportunity. The performance measures required to support funding at 100%100 percent of target opportunity for all NEOs in 20122014 were earnings per share of $1.36, corporate free cash flow of $34 million$2.27 and the following internal EBIT target levels for the business units: Mercury: $218.7Mercury Marine: $298.0 million; Boat Group (excluding Hatteras): $7.4Group: $34.1 million; Life Fitness: $101.9$112.4 million; and Bowling & Billiards: $28.2$33.2 million.

The BPP plays an important role in the Company’s overall compensation structure, as it signals “what is important” and “what is expected” for the year from the standpoint of corporate, division and/or individual results. Additionally, the BPP serves to focus executives on achieving current objectives, which are deemed necessary to attain long-term goals, and it establishes appropriate performance and annual incentive relationshipsincentives by rewarding divisions and individuals within those units for actual performance.

Long-Term Incentives

The cyclical nature

Brunswick continually monitors what might be the most appropriate design of its long-term incentive plans taking into consideration both competitive practice and what would drive the most appropriate behavior of the marine industry affects the design of Brunswick’s long-term incentives. For example, the ability to set multi-year performance goals under a long-term incentive program is difficult, given external market uncertainty, pressures and volatility.participants. Prior to 2010, SARs were identified as the sole award used to provide annual long-term incentive opportunities to better align the interests of management with those of shareholders. Starting in 2010, Brunswick adjusted its long-term incentive mix to 80 percent SARs and 20 percent RSUs, and made awith further adjustmentadjustments in 2011 to 70 percent SARs and 30 percent RSUs and in 2012 with the introduction of Performance Shares to one-third SARs, one-third RSUs and one-third Performance Shares. To reinforce the use of performance-based compensation, since the 2013 annual grant, certain senior executives, including the NEOs, have had 50 percent of their long-term incentive opportunity delivered in Performance Shares and the balance in RSUs. Mr. Pfeifer’s long-term incentive award for the February annual grant was delivered in one-third Performance Shares with the balance in RSUs as he was not an executive officer at the time of grant. For the May equity grant, which he received in conjunction with his promotion, the long-term incentive mix was the same as the rest of the NEOs at 50 percent Performance Shares and 50 percent RSUs. This progressive transition to incorporate RSUs and Performance Shares into the Company’s long-term incentive program was designed to better align the Company’s incentive program with competitive pay practices and to reinforce pay for performance and an element of retention due to the three-year cliff vesting schedule for RSUs and the cyclicality of Brunswick’s business. To further reinforce the Company’s pay for performance philosophy and to align more closely with peer group prevalence, for 2012, the Company introduced Performance Share awards for certain senior executives including the NEOs. The resulting mix of long term incentives for the Performance Share recipients was one-third SARs, one-third RSUs and one-third Performance Shares. To further reinforce the use of performance-based compensation, effective for the 2013 annual grant, certain senior executives, including the NEOs, will have 50 percent of their long-term incentive opportunity delivered in Performance Shares and the balance in RSUs. The progression from 20092010 through 20132015 of the Company’s mix of long-term incentives for the NEOs is shown on the graph below.

LTI Mix

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Stock-Settled Stock Appreciation Rights and Restricted Stock Units

Each of the NEOs received SARs, RSUs and Performance Shares in 2012. Brunswick believes that SARs and RSUs are an important component of its compensation structure because each award increases linkage to shareholders’ interests by rewarding stock price appreciation and tying wealth accumulation to performance. Additionally, SARs and RSUs help to reinforce team performance, encourage senior executives to focus on long-term performance and function as a retention incentive through the vesting period. Both SARs and RSUs are widely-used compensation elements, in part because they are more efficient than stock options, by reducing the number of issued shares and eliminating the need to arrange financing of the exercise price when exercising awards (in the case of SARs). The 2003 Stock Incentive Plan does not permit grant re-pricing. Although Brunswick believes SARs are an effective way to align executives with the shareholders, effective for the 2013 annual grant, Brunswick is not granting SARs and will, rather, grant additional Performance Shares to better reinforce the Company’s pay-for-performance philosophy.

Performance Shares

In order to strengthen the Company’s pay for performance philosophy and to better align with competitive practice, in 2012, the Company2014, all NEOs were granted nine participants, including the NEOs, Performance Share awards. The 20122014 Performance Shares are earned based on achievement of Cash Flow Return on Investment (CFROI)CFROI targets over a 12-month period with an additional two year vesting period. Payout of 50%50 percent to 150%150 percent of the target Performance Share award opportunity is based solely on performance against the CFROI criteria, with no payout if performance is below the 50% threshold. For 2012,The CFROI target required to support funding at 100 percent of target opportunity for all NEOs in 2014 was 20.9 percent. Based on 2014 performance against CFROI targets, the Compensation Committee approved an initial share determination of 105%99 percent of target opportunity. The CFROI target required to support funding at 100% of target opportunity for all NEOs in 2012 was 13.3%. The final payout at the end of the three-year period may be increased or decreased by 20 percent based on Brunswick’s three-year total shareholder return (TSR)TSR performance against the TSR of certain companies in the Global Industry Classification Standard (GICS) “Leisure Products” sub-industry. Performance in the bottom quartile against the GICS comparator group reduces the Performance Share award payout by 20 percent and performance in the top quartile increases the Performance Share award payout by 20 percent. Performance between the 25^thand 75^thpercentile of the GICS comparator group results in no modification of the award payout. The TSR modifier does not apply to the Performance Share awards for Mr. Pfeifer as he was not part of the population subject to this plan feature at the time of his grant.

In order to align with both competitive practice and the business’s strategic plan, the design of the 20122015 Performance Share award hasis being revised whereby the award will be earned over a three-year performance period based on achievement of two financial metrics with a payout between 0 percent to 200 percent of the target opportunity. At the end of the three years, 75 percent of the award will be based on three-year average CFROI achievement and 25 percent will be earned based on three-year average Operating Margin attainment. The final payout at the end of the performance cycle may be increased or decreased by 20 percent based on Brunswick’s three-year TSR performance against the TSR of certain companies within the GICS comparator group, with a payout cap of 200 percent of target. The design of the 2015 Performance Share award will provide multiple benefits, including focusing management on the success of key strategic initiatives via the CFROI metric, providing an element of retention via the additional two year vesting period and Operating Margin metrics, as well as strengthening the alignment with long-term shareholder interests with the increased performance period length to three years, in addition to maintaining the TSR modifier atmodifier.

Other Long-Term Incentives

In addition to Performance Shares, Brunswick currently utilizes RSUs. Brunswick believes that RSUs are an important component of its compensation structure because each award increases linkage to shareholders’ interests by rewarding stock price appreciation and tying wealth accumulation to performance. Additionally, RSUs help to reinforce team performance, encourage senior executives to focus on long-term performance, and function as a retention incentive through the conclusionvesting period. Past long-term incentive awards have included SARs. The recently approved 2014 Stock Incentive Plan does not permit the “re-pricing” of stock options or SARs, including the three-year performance period.

The designcancellation of underwater stock options or SARs for cash or another award, without the approval of our shareholders. Although Brunswick believes SARs are an effective way to align executives with the shareholders, Brunswick has not granted SARs since 2013 Performance Share award will be similar to that of 2012; however, the percentageand has, rather, granted a higher proportion of Performance Shares awarded to better reinforce the NEOs will increase to 50 percentCompany’s pay-for-performance philosophy.

The size of equity compensation (from 33 percent).

For SARs, RSUs and Performance Shares, grant sizelong-term incentive awards for NEOs isare based on multiplethe following factors:

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Peer median total direct target compensation minus target cash compensation (base salary plus individual BPP target cash incentive targets). This determines the dollar value of the total equity grant target and is consistent with targeting median pay for consistently solid Company and individual performance.

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Grant size is based on a fixed dollar target that is established every two years when competitive peer compensation information is updated. The actual share award amounts for each NEO are determined using a Black-Scholes-Merton valuation for SARs, a Monte Carlo valuation for Performance Shares and the Company’s stock price on the date of the grant for RSUs.

Share Ownership Requirements

In order to ensure continual alignment with its shareholders, Brunswick maintains share ownership requirements for its officers. This share ownership policy calculates minimum required ownership levels as a multiple of the officer’s base salary.

The current share ownership requirements are as follows:

Officers not meeting the ownership requirements will be required to retain shares having a value equal to 50 percent of the after-tax profit from the sale of their SARs, vested RSUs and Performance Shares.Common Stock acquired under our equity plans. For purposes of calculating compliance with the requirements, “shares owned” include shares directly owned, shares owned by immediate family members residing in the same household, shares held in trust, share equivalents held in the Company’s tax-qualified defined contribution plans and deferred compensation plans, and RSUs. Unexercised stock options and SARs and outstanding Performance Shares do not count as “shares owned.” For those officers approaching retirement, ownership requirements will be reduced as follows: 80 percent of target for those age 63; 60 percent of target for those age 64; and 50 percent of target for those age 65 and above.

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The Compensation Committee reviews compliance with these share ownership requirements on an annual basis, with all NEOs currently in compliance with the stated requirements.

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Clawbacks

The Compensation Committee can require the repayment of all or a portion of previous BPP awards as deemed appropriate by the Compensation Committee in the event of misconduct that causes a restatement of financial results. In addition, for those who have entered into Terms and Conditions of Employment with Brunswick, including each of the NEOs, the Compensation Committee has expanded the types of payments recoverable by the Company in the event of a violation of the restrictive covenants set forth in the Terms and Conditions of Employment to include any severance payments received by the executive and any gain realized as a result of the exercise or vesting of equity awards beginning 12 months prior to termination.

Anti-Hedging and Anti-Pledging Policy

No director, NEO or other employee may engage in hedging or monetization transactions or similar arrangements with respect to Common Stock, including the purchase or sale of puts, calls, or options on Common Stock (other than options granted by Brunswick), or the use of any other derivative instruments to hedge or offset any decrease in the market value of the Common Stock. In addition, no director, NEO or other employee may pledge Common Stock as collateral.

Post-Employment Compensation

Post-employment compensation elements that are not currently offered to salaried employees in general are summarized below.

Supplemental Pension Plan

Of the NEOs, only Mr. HamiltonMetzger participates in, or has a balance in, the non-qualified defined benefit retirement plan (the “SupplementalSupplemental Pension Plan”)Plan). Effective December 31, 2009, the Company froze the Supplemental Pension Plan and ceased all benefit accruals. Participation thereafter in any supplemental pension benefit has been through the Brunswick Restoration Plan.

The Supplemental Pension Plan ensures that employees with covered compensation or pension benefits above Internal Revenue Service (“IRS”)(IRS) qualified defined benefit plan limits receive the full amount of their intended pension benefits. Pursuant to the Supplemental Pension Plan, the Company pays, on a non-qualified basis, the difference between an employee’s earned defined benefit pension and that permissible by IRS qualified limits on a non-qualified tax basis.limits. The Supplemental Pension Plan provides a retirement benefit that is consistent with those who are not affected by the IRS compensation and benefit limits and reflects an individual’s full career and covered pay earned.

Brunswick Restoration Plan

All NEOs participate in the Brunswick Restoration Plan. The Restoration Plan ensures that employees with covered compensation or retirement plan contributions above IRS qualified defined contribution plan limits receive the full amount of their intended retirement benefits. If an employee elects to participate in the Restoration Plan, 401(k) contributions and Brunswick’s match ofon these contributions above the IRS limit are credited to this plan. In addition, Brunswick’s variable retirement contributions for eligible employees are automatically credited to their Restoration Plan accounts. This is a non-qualified plan.

The Restoration Plan provides a retirement benefit consistent with that of employees who are not affected by the IRS compensation and benefit limits.

The 2005 Elective Deferred Incentive Compensation Plan

Mr. McCoy, Mr. Lockridge, Mr. Schwabero and Mr. SchwaberoPfeifer currently maintain a balance within the 2005 Elective Deferred Incentive Compensation Plan. The 2005 Elective Deferred Incentive Compensation Plan provided eligible employees the opportunity to save in a tax-deferred manner. In 2008, the Company suspended participation in the plan. The Compensation Committee will continue to assess the competitive and regulatory landscape to determine if future enrollment in this plan is warranted.

The 2005 Automatic Deferred Compensation Plan

The 2005 Automatic Deferred Compensation Plan defers payment of certain compensation that would otherwise be non-tax-deductible to Brunswick by reason of Section 162(m) of the Internal Revenue Code (the “Code”) until six months after employment ends. The 2005 Automatic Deferred Compensation Plan preserves Brunswick’s ability to take a tax deduction for senior executives’ compensation. Senior executives are required to defer receipt of non-deductible compensation in excess of $1.5 million in order to limit non-deductible compensation under Section 162(m) of the Internal Revenue Code. Financial returns on required automatic deferrals are based on either: (i) an interest rate equal to the greater of the prime rate at J.P. Morgan Chase plus two percentage points, or Brunswick’s short-term borrowing rate; or (ii) securities selected by the participant. The two percentage point increment is used to recognize that the NEO defers the receipt of earned compensation until some timesometime in the future, typically upon retirement or other termination of employment. As of December 31, 2014, Mr. McCoy is currentlywas the only participant who has automatic deferrals under this plan.

Split-Dollar Life Insurance Replacement

Of the NEOs, only Mr. McCoy, Mr. Metzger and Mr. Lockridge havehad Split-Dollar Life Insurance replacement policies (“Replacement Policies”).(Replacement Policies) active in 2014. The Replacement Policies provide an insured death benefit and allow for capital accumulation. The Sarbanes-Oxley Act of 2002 prohibits loans to executive officers, and as a result of this loan prohibition, combined with changes in taxation of split-dollar life insurance, Brunswick restructured the Replacement Policies in 2004 such that the net present value cost to Brunswick did not increase. Although the Company continues to cover the costs of the Replacement Policies, the executives are now responsible for the actual payment of the annual premiums and keeping their policies current.

Pre-2003 loans on these policies were grandfathered under Sarbanes-Oxley and remain outstanding. The loans must be repaid to Brunswick at the scheduled rollout date or upon death (whichever occurs first) per the terms of the Split Dollar agreement. Executives with split-dollar life insurance replacements do not receive Company-provided basic life insurance coverage. With respect toThe policy for Mr. Hamilton, his split dollar arrangement was terminated in 2012 pursuant to its terms, at which point theLockridge has since matured and been terminated. The Company recovered its interest in the policy and no longer has any further interest, claims or obligations under the policy. Mr. McCoy’s policy will mature and be terminated in early 2015. Executives hired since 2003 receive basic life insurance coverage under the same terms as other salaried employees, except that the Company continues a life insurance policy for Mr. Schwabero that was provided by his former employer.

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Terms and Conditions of Employment

All NEOs maintain agreements setting forth their terms and conditions of employment (“Agreements”)(Agreements). The Agreements memorialize the “at will” nature of the employment relationship, and describe each executive’s duties, compensation, benefits, and perquisites. Additionally, the Agreements consolidate the restrictive covenants that exist during and after employment (e.g., non-competition, confidentiality, non-solicitation). Finally, the Agreements establish and limit the compensation and benefits to which an executive is entitled in the event of termination.

Brunswick believes that offering Agreements to its executives helps to ensure the retention of executive experience, skills, knowledge, and background for the benefit of the Company, and the efficient achievement of the Company’s long-term goals and strategy. Additionally, the Agreements reinforce and encourage the executives’ continued attention and dedication to duties without the distraction arising from the possibility of a Change in Control. The Agreements do not provide excise tax gross-ups.

Perquisites

Certain benefits are extended to NEOs but are not offered to salaried employees in general. These low-cost but highly-valued perquisitesprograms help NEOs enhance their understanding of Brunswick products, and protect their physical health.health and maximize their productivity.

Executive Product Program

The product program is designed to encourage the use of Brunswick products to enhance understanding and appreciation of Brunswick’s businesses and identify product and business enhancementdevelopment opportunities. The program provides a product allowance equal to $30,000 for all participants. The Company does not reimburse the participant for the tax liability associated with the program. The allowance may be applied towardstoward the purchase of Brunswick products at the discounted rates established pursuant to the Brunswick Employee Purchase Program, which is available to all Brunswick employees, as well as any freight costs, parts and accessories, service fees and other expenses related to the ownership of the Brunswick products purchased.

Executive Physical Program

Brunswick provides a physical examination program to senior executives that is intended to protect the health of such executives and Brunswick’s investment in its leadership. Senior executives are required by the Compensation Committee to have an annual physical examination and, as part of this program, they have immediate access to healthcare providers.

Personal Aircraft Use

The Company does not reimburse the participantChairman and Chief Executive Officer may use company aircraft for personal use on a limited basis. This benefit allows for the taxable portioneffective use of the program.

Tax Deductibility ofChairman and Chief Executive CompensationOfficer’s limited personal time. Other NEOs may use the company aircraft for personal use with prior approval from the Chairman and Chief Executive Officer.

Section 162(m) of the Code limits the deductibility for federal income tax purposes of executive compensation paid to the chief executive officer and the three other most highly compensated officers other than the chief financial officer of a public company to $1.0 million per year. Compensation that is considered “performance-based” under the Code’s definition is exempt from this limit. The Compensation Committee intends to maximize the extent of the tax deductibility of executive compensation under the provisions of Section 162(m) of the Code. Income related to SARs and stock options granted under the Company’s equity compensation plans generally qualifies for an exemption from these restrictions imposed by Section 162(m). In addition, the Company is seeking from its shareholders at the 2013 Annual Meeting, approval of a 162(m)-compliant annual incentive plan which would further maximize the tax deductibility of compensation paid to eligible participants. Finally, under the Company’s 2005 Automatic Deferred Compensation Plan, participants are required to defer any non-deductible annual earnings in excess of $1.5 million to protect the tax deductibility to the Company of such compensation under Section 162(m) of the Code. The Company, however, may choose to pay compensation that does not qualify as performance-based compensation under Section 162(m) of the Code.

Determining Executive Compensation

Decisions with respect to specific BPP awards, equity awards and base salary increases for the current year are normally made at the first Compensation Committee and Board meeting of each year. At this meeting, decisions are also made by the Compensation Committee and the Board of Directors with respect to the previousprior year’s performance and BPP funding. Base salary increases are generally effective as of the first full pay period in April.

Equity grant terms and conditions and grant size for NEOs and other senior executives are reviewed and approved by the Compensation Committee at this first meeting of the year, which is generally held following Brunswick’s public disclosure of its financial results for the prior year. The SAR exercise price is set at 100 percent of the closing stock price on the grant date. SAR grants for new hires, if applicable, are made on the first business day of the month following Brunswick’s quarterly earnings release.

Human Resources and Compensation Committee Report

The Human Resources and Compensation Committee reviewed and discussed thethis Compensation Discussion and Analysis with management.

Based on that review and discussion, the Human Resources and Compensation Committee recommended to the Board of Directors of Brunswick Corporation that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012,2014, and the Company’s Proxy Statement to be filed in conjunction with the Company’s 20132015 Annual Meeting.

Graham H. Phillips,

J. Steven Whisler,ChairmanChair
Anne E. Bélec

David C. Everitt

Manuel A. Fernandez
J. Steven Whisler

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20122014 Summary Compensation Table

The table below summarizes the total compensation earned by each of the Company’s NEOsnamed executive officers (NEOs) for the years ended December 31, 2012, 20112014, 2013 and 2010.2012.