Camping World Holdings Inc

This management proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to the named executive officers as described in the proxy materials. Management frames the proposal as an endorsement of the Company’s overall compensation philosophy and decisions—designed to attract, retain and motivate senior executives through a mix of base salary, performance-based cash incentives tied to Adjusted EBITDA, and long-term equity awards (RSUs and PSUs). The Compensation Committee, which oversees executive pay, recommends a FOR vote and highlights the use of market benchmarking, pay-for-performance elements, and post-year certification mechanisms for PSUs. Contextually, the Company is a controlled company with concentrated voting power (ML-related parties and Crestview), and recent compensation actions include significant equity grants and a high-value 2025 bonus issuance (including share-settled elements) tied to transitional arrangements for former CEO Marcus Lemonis and to incentivize current management, which may attract investor scrutiny. The proposal is advisory and therefore not binding on the Board, but the Board and Compensation Committee state they will consider the outcome in future compensation decisions; the filing notes that the prior say-on-pay received strong support (98.8% in 2025). Investors considering the proposal should weigh the alignment of specific pay vehicles (e.g., PSUs with high stock-price hurdles, RSU vesting schedules, and Adjusted EBITDA-linked cash incentives) against the Company’s recent financial performance (declining net income and adjusted EBITDA pressures) and governance context. Key governance considerations include the controlled-company exemptions that limit certain governance obligations and the significant discretion that can be exercised by parties with concentrated voting power, which may influence how shareholder feedback is acted upon. Overall the vote asks shareholders to endorse a multifaceted compensation program that management argues supports long-term value creation, while shareholders must judge whether pay outcomes and structures are appropriately aligned with performance and stockholder interests.

This agenda item is a placeholder enabling the meeting to consider any additional matters that properly come before stockholders at the Annual Meeting or any adjournment. No specific additional proposals were known to management at the time of the proxy statement; the proxy holders are authorized to vote in their discretion on any unforeseen matters, subject to applicable law and the Board’s recommendations where provided. Practically, such matters can range from ministerial procedural items to unpredictable proposals that arise late or are presented from stockholders; however, the filing states the Board knows of no other business expected to be presented. Because the item is open-ended, stockholder impact depends entirely on the nature of any subsequently presented matter—some could be routine and non-controversial, while others could raise significant governance, compensation, or transaction issues. The proxy card grants the named proxies discretionary authority to vote on these matters if presented, and brokers may exercise discretion on routine matters but typically not on non-routine matters absent voter instructions. For investors, the key consideration is that a vote withholding specific instructions could result in the proxy voting in accordance with the Board’s judgment for unforeseen matters; therefore, investors concerned about potential late-arising items should consider voting and, if desired, providing specific instructions to their broker or voting electronically during the meeting. The Board’s general stance is to recommend votes on the identified proposals; it did not issue a standing recommendation for unspecified additional business.