5 nominees · 3 ballot items.
Elect five directors; advisory approval of executive compensation (say-on-pay); ratify Deloitte & Touche LLP as independent auditors.
Elect five nominees named in the proxy to the Board of Directors to serve until the next annual meeting.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of named executive officers as disclosed in the proxy.
Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
This proposal asks shareholders to ratify the selection of Deloitte & Touche LLP as Clarus Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board and the Audit Committee recommend ratification, noting Deloitte’s role in auditing the 2025 financial statements and internal control over financial reporting, and considering auditor independence and fees. Ratification is presented as good corporate practice though not required; if shareholders do not ratify, the Audit Committee would reconsider the appointment. The recommendation is 'for' because the Audit Committee evaluated Deloitte’s qualifications, independence and performance, and pre-approval procedures are in place to oversee audit and non-audit services.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Greenhouse Funds LLLP | 14.17% | 5,448,431 | $15M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.25% | 1,247,892 | $3M |
| 3 | PARTHENON LLC | 2.98% | 1,146,739 | $3M |
| 4 | Potomac Capital Management, Inc. | 2.94% | 1,131,000 | $3M |
| 5 | BlackRock, Inc. | 2.58% | 993,567 | $3M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.72% | 662,422 | $2M |
| 7 | BlackRock, Inc. | 1.62% | 624,660 | $2M |
| 8 | STATE STREET CORP | 1.57% | 603,777 | $2M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.52% | 582,539 | $2M |
| 10 | Peapod Lane Capital LLC | 1.38% | 530,871 | $1M |
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