American Outdoor Brands (AOUT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 24, 2024, to elect six directors and ratify the appointment of Grant Thornton LLP as independent auditor for FY2025.

• FY24 financial highlights: $201.1M net sales, $9.8M adjusted EBITDAS, 44% gross margin.

• Board diversity: 43% independent, 30% women, 17% ethnic/racial minorities in workforce.

• Company focuses on outdoor lifestyle products and shooting sports accessories.

Voting matters and shareholder proposals

• Proposals: (1) Elect six directors; (2) Ratify Grant Thornton LLP as auditor for FY2025.

• Board recommends voting FOR both proposals.

• Majority of votes cast required for approval; broker non-votes and abstentions have no effect.

• Deadlines for 2025 shareholder proposals: April 14, 2025 (Rule 14a-8); director nominations: June 26, 2025.

Board of directors and corporate governance

• Board reduced from seven to six members post-meeting; all nominees are current directors.

• Board committees: Audit, Compensation, Nominations and Corporate Governance, and Sustainability (to become a sub-committee post-meeting).

• All directors except CEO are independent; independent Chairman.

• Annual board and committee self-assessments; regular executive sessions without management.

• Stock ownership guidelines and clawback policy in place.