Outdoor Holding Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Christos Tsentas, Steven Urvan, Wayne Walker, Houman Akhavan, and David Douglas to serve until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of the Appointment of Grant Thornton LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

3. 3

   Approval of the Redomestication of the Company from Delaware to Texas by Conversion

   ManagementBoard: FOR

   Approve the conversion of Outdoor Holding Company from a Delaware corporation into a Texas corporation, including the Plan of Conversion, Texas Certificate of Formation, Texas Bylaws, and related Board resolutions.

   More detail

   The proposal asks stockholders to approve converting Outdoor Holding Company from a Delaware corporation into a Texas corporation and to approve the related Plan of Conversion, Texas Certificate of Formation, Texas Bylaws, and Board resolutions. The conversion would preserve the Company’s legal existence, name, business, assets, liabilities, contracts, equity awards, share counts, and Nasdaq listings, with each Delaware share converting into one corresponding Texas share. Management is seeking approval primarily to replace Delaware corporate law with Texas law and align the Company’s legal domicile with its planned headquarters relocation to Dallas. The Board emphasizes Texas’s 2025 statutory business-judgment protections, which create presumptions favoring good-faith, informed decisions by directors and officers and may reduce exposure to certain fiduciary-duty litigation. The Board also highlights potential reductions in opportunistic litigation, Texas’s business environment, and statutory protections relevant to lawful firearms and ammunition commerce, while acknowledging that applicability of those industry protections may depend on specific facts and legal definitions. The transaction is expected to eliminate approximately $189,875 of annual Delaware franchise taxes, although it will involve nonrecurring implementation costs and may not produce all anticipated benefits. The proposed Texas governing documents would introduce or retain significant governance provisions, including an exclusive Texas forum for internal entity claims, a federal forum for Securities Act and Exchange Act claims, a jury-trial waiver, no cumulative voting, a one-third quorum, and a majority threshold for fundamental transactions. The Board acknowledges countervailing risks, including loss of Delaware’s mature corporate case law, uncertainty surrounding the newer Texas Business Court and Texas precedent, potential stockholder criticism, litigation challenging the conversion, and possible effects on stockholder rights. Directors and officers, particularly CEO and Chairman Steven Urvan, may have interests differing from other stockholders because Texas law could reduce personal liability exposure, and Urvan controls approximately 15% of voting power and is deemed to beneficially own approximately 27.5% of the Common Stock. Approval requires the affirmative vote of a majority of the outstanding voting common shares, and the Board unanimously recommends voting FOR the proposal.

4. 4

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Annual Meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to approve the Texas Redomestication Proposal.

   More detail

   The proposal asks stockholders to authorize adjournment of the Annual Meeting if the Redomestication Proposal does not have enough votes for approval. Its stated purpose is to provide additional time for the Company to solicit proxies from stockholders. The proposal is conditional and will be presented only if there are insufficient votes to approve the Texas Redomestication. It is therefore a procedural measure rather than a substantive change to the Company’s governance, capital structure, or business. The Board and meeting chairman independently retain authority to adjourn the meeting under the governing documents and applicable law. If a quorum is absent, the chairman or a majority in voting interest of stockholders present or represented by proxy may also adjourn the meeting. The meeting may be adjourned for up to 30 days without additional notice beyond an announcement at the meeting. Approval requires the affirmative vote of a majority of the voting stock present in person or represented by proxy. The Board recommends voting FOR because adjournment could facilitate additional solicitation and allow stockholders to decide the Redomestication Proposal on a more complete voting record.

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When is the Outdoor Holding Co 2026 annual meeting?

Outdoor Holding Co (POWW) holds its 2026 annual shareholder meeting on Monday, September 28, 2026.

What is the record date for the Outdoor Holding Co 2026 meeting?

The record date for the Outdoor Holding Co 2026 meeting is Monday, August 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Outdoor Holding Co's 2026 meeting?

The board is presenting 5 director nominees at the Outdoor Holding Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Outdoor Holding Co 2026 meeting?

Shareholders will vote on 4 proposals at the Outdoor Holding Co 2026 meeting, each tagged with who proposed it and the board's recommendation.