Clarus Corporation (CLAR) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Clarus Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Cody Slach. Mr. Slach, the floor is yours.

Thank you. Welcome to Clarus Corporation's 2020 Virtual Annual Meeting of Stockholders. Today's annual meeting is being broadcast live over the Internet. I would like to turn today's audio webcast over to Mr. Warren B. Kanders, Executive Chairman of the Board of Directors of Clarus Corporation. Please go ahead, Mr. Kanders.

Thank you, Cody. I am Warren B. Kanders, Executive Chairman of the Board of Directors of Clarus Corporation, and I will act as Chairman of this annual meeting of the company's stockholders. I would like to introduce to you the directors of the company participating at this annual meeting: Donald L. House, Nicholas Sokolow, Michael A. Henning, all directors of the company. Also please -- also present at this meeting are John Walbrecht, the President of the company; Aaron Kuehne, the Chief Administrative Officer, Chief Financial Officer, Secretary and Treasurer of the company; Robert L. Lawrence, Esq of Kane Kessler, P.C., our Legal Counsel; and [ Mark Faas ] of Deloitte & Touche LLP, our independent auditors for the year ended December 31, 2019. Mr. Kuehne Will act as Secretary of the meeting. Mr. Kuehne, would you please present the notice of the meeting.

I have in my hand a copy of the notice of the meeting dated April 27, 2020, which was mailed on or about May 5, 2020, to all stockholders of record as of the close of business on April 24, 2020, the record date for this meeting.

Is there a motion to order the notice of meeting filed with the records of this meeting?

I move that the notice of meeting be filed with the minutes of this meeting.

I second the motion.

All in favor, say aye.

Aye.

Aye.

If there's no objection, the notice of meeting is ordered filed with the minutes of this meeting. Will the Secretary present the affidavit of mailing of the notice of the meeting?

This is the affidavit of mailing, and it indicates that a copy of the notice was duly mailed to each stockholder of record on or about May 5, 2020.

The secretary is directed to file the affidavit with the minutes of this meeting. Mr. Kuehne, will you please present a certified list of stockholders of the company?

This is a certified copy of the list of stockholders of the company.

I will entertain a motion to dispense with the calling of the roll. I move that the calling of the roll be dispensed with.

And I second the motion.

All in favor, please say aye.

Aye.

Aye.

There being no objection, it is ordered that the calling of the roll be dispensed with. In order to save time, I will entertain a motion to dispense with the reading of the minutes of the last meeting of stockholders.

I move that the reading of the minutes of the last meeting of stockholders be dispensed with.

I second the motion.

All in favor, please say aye.

Aye.

Aye.

There being no objection, it is ordered that the reading of the minutes of the last meeting of stockholders be waived. Under the power granted to me by the bylaws of the company, I hereby designate Mr. Jonathan Zalkin as Inspector of Election to count the votes presented to the meeting in person or by proxy. I have requested the Inspector of Election to submit the Oath as Inspector and direct the Secretary to attach the same to the minutes of the meeting. Copies of the 2019 annual report to stockholders have already been sent to all stockholders. And I, therefore, ask for a motion to dispense with the reading of the annual report and to order it accepted and filed.

I move that the reading of the annual report be dispensed with and that the annual report be accepted and filed with the minutes of this meeting.

I second the motion.

Is there any objection? There being no objection, it is ordered that the reading of the annual report be waived and the annual report be accepted and filed with the minutes of this meeting. The first item of business to be acted on at this meeting is the election of directors for the coming year. The proxy statement named as the directors to be elected at the meeting for directors to hold office until the next annual meeting of stockholders. And until their successors shall have been duly elected and qualified. Will the Chairman of the Board's nominating and Corporate Governance Committee submit the names of the nominees of the Board of Directors for the election as directors?

On behalf of the Board's nominating Corporate Governance Committee, I nominate the following persons to be elected as directors of the company to hold office until the next annual meeting of stockholders and until their successors shall be elected and shall qualify. Warren B. Kanders, Donald L. House, Nicholas Sokolow, Michael A. Henning.

I second that motion.

I order that the nominations for the election of directors be closed. We will now proceed with the next order of business, which is a non-binding advisory vote referred to as a say on pay to approve the compensation of our named executive officers as disclosed in our proxy statement. I will now entertain a motion to adopt the resolution approving on an advisory basis, the compensation of the company's named executive officers.

Mr. Chairman, I move that the following resolution be adopted by the stockholders of the company. Resolved that the stockholders approve the compensation of the company's named executive officers as disclosed in the company's proxy statement for the 2020 Annual Meeting of Stockholders. Pursuant to the rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and the related footnotes and narrative disclosures.

The Board of Directors recommends approval of the foregoing resolution. We will now proceed with the next order of business, which is to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board of Directors recommends that you vote for ratification of the appointment of Deloitte & Touche LLP as the company's independent registered accounting firm for the fiscal year ended December 31, 2020. Well, any stockholder who desires to vote for any of these matters to be voted upon at the meeting, please do so now by accessing the annual meeting web page and following the on-screen instructions. Please note that you must enter the control number found on your proxy card that you previously received. [Voting]

The polls are now closed for each of the following matters to be voted upon at the meeting, the election of directors, the approval of the resolution approving the compensation of the company's named executive officers on an advisory basis, and the ratification of Deloitte & Touche LLP as the company's independent registered accounting firm for the fiscal year ending December 31, 2020. Will the Secretary report how many stockholders are present in person or by proxy?

There are now present the holders of 25,581,735 shares of common stock in person and by proxy, out of a total of 29,759,620 shares of common stock issued and outstanding as of the record date. This constitutes more than the majority of the shares of the company's issued and outstanding common stock entitled to vote at this meeting. And there is, therefore, a quorum present.

I understand that the Inspector of Election has tabulated the votes. Will the Inspector of Election please report the results?

A plurality of the votes cast at this meeting have voted for the election of each of the 4 nominees of the Board of Directors. And accordingly, Mr. Kanders, House, Sokolow and Henning have been duly elected as directors of the company to serve until the next Annual Meeting of Stockholders and until their successors shall be duly elected and qualified. The holders of shares of common stock of the company constituting a majority of the outstanding shares of common stock present in person or represented by proxy at this meeting with respect to such proposal voted on an advisory basis against the proposal to approve the company's compensation of the company's named Executive officers. The holders of shares of common stock of the company constituting majority of the shares of common stock present in person or represented by proxy at this meeting with respect to such proposal voted to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2020, and accordingly, such motion was duly adopted.

That concludes the technical requirements of our meeting today. Having concluded the formal business of the meeting, I will now entertain a motion to adjourn.

I move that the meeting be adjourned.

I second the motion.

All in favor, please say aye.

Aye.

Aye.

There being no objection, the meeting is adjourned. Thank you, everyone, for participating in the virtual annual meeting.

We will now proceed to the question-and-answer portion of the meeting. [Operator Instructions] It looks like we have no questions today. Thank you. Today's webcast has concluded. You may disconnect at this time.

This concludes the meeting. You may now disconnect.