Camping World (CWH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders of record as of March 21, 2025, are eligible to vote on key proposals, including director elections and executive compensation.

• The Board recommends voting in favor of all proposals presented.

Voting matters and shareholder proposals

• Election of three Class III Directors to serve until the 2028 Annual Meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2025.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Approval of an amendment to the Certificate of Incorporation for officer exculpation from certain fiduciary duty claims.

• Approval of the amendment and restatement of the 2016 Incentive Award Plan.

Board of directors and corporate governance

• Board consists of eight members divided into three staggered classes.

• Voting Agreement gives significant control over director elections to ML Acquisition, ML RV Group, and Crestview.

• Six directors are considered independent under NYSE rules.

• The company qualifies as a "controlled company" under NYSE rules and may rely on certain governance exemptions.

• Lead independent director role is held by Mary J. George.