8-K

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2023

CLARUS CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including

area code: (801) 278-5552

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Securities registered pursuant to Section 12(b) of the Act:

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:

Proposal 2 – To approve an advisory resolution on executive compensation:

Proposal 3 – To approve, on an advisory basis, the frequency of future advisory votes on executive compensation:

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:

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

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