CLAR 8-K
Clarus Corp (CLAR)
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Of the 37,190,302 shares of common stock outstanding and entitled to vote at Clarus Corporation’s (the “Company”) 2023 Annual Meeting of Stockholders (the “Meeting”), 32,666,923 shares of common stock were present in person or by proxy and entitled to vote, representing approximately 87.8% of the Company’s shares of common stock entitled to vote at the Meeting.
(b) At the Meeting, the Company’s stockholders: (i) approved the election of each of the following six director nominees standing for election: Warren B. Kanders, Donald L. House, Nicholas Sokolow, Michael Henning, Susan Ottmann and James E. Walker III, (ii) approved an advisory resolution on executive compensation, (iii) approved, on an advisory basis, a three year frequency of future advisory votes on executive compensation and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
The voting results for each proposal are set forth below:
Proposal 1 – To elect six members to serve on the Company’s Board of Directors until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified:
| Name | Votes For | Votes Withheld |
Broker Non-Votes |
| Warren B. Kanders | 22,626,496 | 6,263,099 | 3,777,328 |
| Donald L. House | 17,364,389 | 11,525,206 | 3,777,328 |
| Nicholas Sokolow | 17,199,907 | 11,689,688 | 3,777,328 |
| Michael Henning | 20,423,633 | 8,465,962 | 3,777,328 |
| Susan Ottmann | 22,605,582 | 6,284,013 | 3,777,328 |
| James E. Walker III | 22,425,349 | 6,464,246 | 3,777,328 |
Proposal 2 – To approve an advisory resolution on executive compensation:
| Votes For | Votes Against | Votes Abstained |
Broker Non-Votes |
| 15,641,107 | 12,977,137 | 271,351 | 3,777,328 |
Proposal 3 – To approve, on an advisory basis, the frequency of future advisory votes on executive compensation:
| Every 1 Year | Every 2 Years | Every 3 Years |
Votes Abstained |
Broker Non-Votes |
| 13,917,776 | 8,281 | 14,703,892 | 259,646 | 3,777,328 |
Consistent with the recommendation of the Board of Directors, a majority of the votes cast by the Company’s stockholders voted to hold future advisory votes on executive compensation every three years. In light of the foregoing, the Company currently intends to hold future advisory votes on executive compensation every three years. The next required vote on the frequency of future advisory votes on executive compensation is scheduled to occur at the Company’s 2029 Annual Meeting of Stockholders.
Proposal 4 – To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:
| Votes For | Votes Against | Votes Abstained |
Broker Non-Votes |
| 32,457,800 | 202,156 | 6,967 | 0 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 5, 2023
| CLARUS CORPORATION | ||
| By: | /s/ Michael J. Yates | |
| Name: Michael J. Yates | ||
| Title: Chief Financial Officer | ||