Clarus (CLAR) Proxy Filing summary

Executive summary

• Supplement provides updates for the 2025 Annual Meeting scheduled for May 29, 2025, including new proxy solicitor details and amendments to the stock incentive plan.

• Saratoga Proxy Consulting LLC has been retained to assist with proxy solicitation for a fee of $10,000 plus expenses.

• No other changes to the proxy statement or meeting matters are introduced by this supplement.

Voting matters and shareholder proposals

• Proposal No. 3 seeks approval of the Amended and Restated 2015 Stock Incentive Plan, with significant amendments.

• Votes already cast on Proposal No. 3 will apply to the amended version unless changed by the shareholder.

Executive compensation and say-on-pay

• The amended plan reduces the share reserve from 12,436,040 to 7,500,000 shares.

• The evergreen provision for annual share increases is removed.

• The cap on awards per participant per year is eliminated.

• The plan's term is extended to the tenth anniversary of its effective date.

• Non-material revisions align the plan with current laws and best practices.