American Outdoor Brands (AOUT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 25, 2024, to elect six directors, ratify the auditor, and vote on eliminating supermajority voting requirements.

• Board recommends voting for all proposals, including the amendment to the certificate of incorporation for majority voting.

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

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying Grant Thornton LLP as auditor, and amending the certificate of incorporation to remove supermajority voting.

• Board recommends a vote for all proposals; majority approval required for directors and auditor, 66 2/3% for the amendment.

• Proposal to eliminate supermajority voting is in response to shareholder and ISS feedback.

Board of directors and corporate governance

• Board will reduce from seven to six members after the meeting due to a director not standing for re-election.

• 86% of directors are independent; board diversity includes 43% gender/ethnic diversity.

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

• Board declassified in 2021; all directors now serve one-year terms.

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