Clarus (CLAR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 29, 2025, will be held virtually; stockholders can vote online or by mail.

• Key proposals include election of five directors, ratification of Deloitte & Touche LLP as auditor, and approval of an amended and restated 2015 Stock Incentive Plan.

• Record date for voting is April 14, 2025; 38,401,824 shares outstanding and entitled to vote.

• Proxy materials and annual report are available online; stockholders are encouraged to vote even if not attending.

Voting matters and shareholder proposals

• Proposal 1: Elect five nominees to the Board of Directors for a one-year term.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 3: Approve amended and restated 2015 Stock Incentive Plan, extending term by 10 years and reserving 7,500,000 shares.

• Other business may be transacted as appropriate.

Board of directors and corporate governance

• Board will be reduced from seven to five members after two directors resign at the meeting.

• All nominees have significant experience in leadership, finance, law, engineering, and media.

• Majority of directors are independent; lead independent director designated.

• Board committees include Audit, Compensation, and Nominating/Corporate Governance, all with independent members.

• Special Committee formed to review and approve the sale of the Precision Sport Segment.