Outdoor Holding (POWW) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 29, 2025, and will be held virtually for all shareholders of record as of June 30, 2025.

• Key proposals include director elections, auditor ratification, a new long-term incentive plan, warrant share issuance, a reverse stock split, and advisory votes on executive compensation and its frequency.

• The Board recommends voting in favor of all proposals and for a three-year frequency on say-on-pay votes.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2026 annual meeting.

• Ratification of Withum Smith + Brown, PC as the independent auditor for fiscal year ending March 31, 2026.

• Approval of the 2025 Long-Term Incentive Plan authorizing up to 10,000,000 shares for equity awards.

• Approval of issuance of up to 13,000,000 shares via a warrant to an affiliate of the CEO as part of a settlement.

• Approval of a reverse stock split at a ratio between 1-for-5 and 1-for-10, at the Board's discretion.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the Board recommending every three years.

Board of directors and corporate governance

• Board will be reduced to five members, four of whom are independent under Nasdaq standards.

• CEO Steven F. Urvan also serves as Chairman; Board believes combined roles are appropriate for current needs.

• Board committees include Audit, Compensation, and Nominations and Corporate Governance, each with defined charters.

• Board diversity is emphasized, with members from varied backgrounds in finance, law, e-commerce, and industry.

• Regular executive sessions are held for independent directors.