Outdoor Holding (POWW) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 29, 2025, to be held virtually, with record date June 30, 2025.

• Key proposals include director elections, auditor ratification, long-term incentive plan, warrant share issuance, reverse stock split, executive compensation, and frequency of say-on-pay votes.

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

Voting matters and shareholder proposals

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

• Ratification of WithumSmith + Brown, PC as 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 awards.

• Approval of issuance of up to 13,000,000 shares via 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 Board discretion.

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

Board of directors and corporate governance

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

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

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

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

• Regular executive sessions held; all directors attended at least 75% of meetings in fiscal 2025.