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 entitled to vote on key proposals, including director elections, auditor ratification, executive compensation, officer exculpation, and incentive plan amendments.

• Board recommends voting in favor of all proposals presented.

Voting matters and shareholder proposals

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

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

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

• Amendment to Certificate of Incorporation for officer exculpation from certain fiduciary duty claims.

• Approval of 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 director nomination rights to major shareholders, including ML Acquisition, ML RV Group, and Crestview.

• Board leadership combines CEO and Chairman roles; lead independent director appointed.

• Controlled company exemption from certain NYSE governance requirements is in effect.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all with defined charters and independent members.