American Outdoor Brands (AOUT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 27, 2025, to elect six directors and ratify Grant Thornton LLP as independent auditor for FY2026.

• FY25 net sales reached $222.3M, with adjusted EBITDA of $17.7M and ending cash of $23.4M.

• New products accounted for 21.5% of net sales; gross margin improved to 44.6%.

• Growth by category: Outdoor Lifestyle +16.2%, Shooting Sports +3.8%, Traditional +18.1%, Domestic +9.9%, International +20.0%.

Voting matters and shareholder proposals

• Proposals include election of Barry M. Monheit, Bradley T. Favreau, Mary E. Gallagher, Gregory J. Gluchowski, Jr., Luis G. Marconi, and Brian D. Murphy as directors.

• Ratification of Grant Thornton LLP as independent registered public accountant for FY2026.

• Board recommends voting FOR all nominees and auditor ratification.

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

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; average tenure is four years.

• Committees: Audit, Compensation, Nominations and Corporate Governance, and Sustainability Sub-Committee, all comprised of independent directors.

• Regular executive sessions held without management; independent Chairman leads these sessions.

• Stock ownership guidelines and clawback policy in place for directors and executives.

• All directors attended the 2024 Annual Meeting; board and committees met regularly in FY25.

• Recent elimination of certain supermajority voting requirements to align with best practices.