Clarus Corporation (CLAR) Earnings Call Transcript & Summary
June 2, 2021
Earnings Call Speaker Segments
Unknown Attendee
attendeeThis meeting is being recorded.
Cody Slach
attendeeWelcome to Clarus Corporation's 2021 Virtual Annual Meeting of Stockholders. Today's annual meeting is being broadcast live over the Internet. I would like to turn today's webcast over to Mr. Warren B. Kanders, Executive Chairman of the Board of Directors of Clarus Corporation. Please go ahead, Mr. Kanders.
Warren Kanders
executiveThank 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 and Michael A. Henning, directors of the company. Also present at this meeting are Susan Ottmann, a nominee for election to the Board of Directors; John Walbrecht, the President of the company; Aaron Kuehne, Executive Vice President, Chief Financial Officer, Secretary and Treasurer of the company; and Robert L. Lawrence, Esq of Kane Kessler, P.C., our Legal Counsel. Mr. Kuehne will act as Secretary of the meeting. Mr. Kuehne, would you please present the notice of the meeting?
Aaron Kuehne
executiveIn my hand, a copy of the notice of the meeting dated April 26, 2021, which was mailed on or about May 7, 2021, to all stockholders of record as of the close of business on April 23, 2021, the record date for this meeting.
Warren Kanders
executiveIs there a motion to order the notice of meeting filed with the records of this meeting?
Unknown Attendee
attendeeI move that the notice of meeting be filed with the minutes of this meeting.
Warren Kanders
executiveDon, you have to unmute. Don, you have to unmute.
Unknown Attendee
attendee[ Yes, sir ].
Warren Kanders
executiveAll in favor, say aye. Is there any objection?
Unknown Attendee
attendeeAye.
Warren Kanders
executiveThere being 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?
Aaron Kuehne
executiveThis 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 7, 2021.
Warren Kanders
executiveThe Secretary is directed to file the affidavit of the minutes of this meeting. Mr. Kuehne, will you please present a certified list of the stockholders of the company?
Aaron Kuehne
executiveThis is a certified copy of the list of stockholders of the company.
Warren Kanders
executiveI will entertain a motion to dispense with the calling of the roll.
Unknown Attendee
attendeeI move that the calling of the roll be dispensed with.
Aaron Kuehne
executiveI second the motion.
Warren Kanders
executiveAll in favor, please say aye.
Aaron Kuehne
executiveAye.
Unknown Attendee
attendeeAye.
Warren Kanders
executiveThere 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.
Unknown Attendee
attendeeI move that the reading of the minutes of the last meeting of stockholders be dispensed with.
Warren Kanders
executiveMike Henning? Mike Henning, you're on mute.
Michael Henning
executiveI'll second the motion. I second the motion.
Warren Kanders
executiveThank you. All in favor, please say aye.
Aaron Kuehne
executiveAye.
Unknown Attendee
attendeeAye.
Warren Kanders
executiveThere 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 2020 annual report to stockholders have been already 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.
Unknown Attendee
attendeeI move that the reading of the annual report to be dispensed with and that the annual report be accepted and filed with the minutes of this meeting.
Michael Henning
executiveI second the motion.
Warren Kanders
executiveIs there any objection? There being no objection, it is ordered that the reading of the annual report be waived and that 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 this meeting, 5 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/Corporate Governance Committee submit the names of the nominees of the Board of Directors for election to directors -- as directors?
Unknown Attendee
attendeeOn 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, Susan Ottmann.
Michael Henning
executiveAnd I second the motion.
Warren Kanders
executiveI order that the nomination for election of directors be closed. 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, 2021. 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 ending December 31, 2021. For any stockholders who desire to vote for any of the matters to be voted upon at the meeting, please do so now by accessing the Annual Meeting web page, following the on-screen instructions. Please note that you must enter the control number found on your proxy card that you previously received. [Voting]
Warren Kanders
executiveThe polls are now closed for each of the following matters to be voted upon at the meeting: number one, the election of directors; number two, the ratification of Deloitte & Touche LLP as the company's independent registered accounting firm for the fiscal year ending December 31, 2021. Will the Secretary report how many stockholders are present in person or by proxy?
Aaron Kuehne
executiveThere are now present the holders of 28,719,296 shares of common stock in person and by proxy, out of a total of 31,314,181 shares of common stock issued and outstanding as of the record date. This constitutes more than a 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.
Warren Kanders
executiveI understand that the Inspector of Election has tabulated the votes. Will the Inspector of Election please report the results?
Jonathan A. Zalkin
attendeeA plurality of the votes cast at this meeting have voted for the election of each of the 5 nominees of the Board of Directors. And accordingly, misters Kanders, House, Sokolow and Henning and Ms. Ottmann 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 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, 2021, and accordingly, such motion was duly adopted.
Warren Kanders
executiveThat concludes the technical requirements of our meeting. Having concluded the formal business of the meeting, I will now entertain a motion to adjourn.
Unknown Attendee
attendeeI move that the meeting be adjourned.
Michael Henning
executiveAnd I second the motion.
Warren Kanders
executiveAll in favor, please say aye.
Unknown Attendee
attendeeAye.
Michael Henning
executiveAye.
Aaron Kuehne
executiveAye.
Warren Kanders
executiveThere being no objection, the meeting is adjourned. Thank you, ladies and gentlemen, for participating in the virtual annual meeting.
Cody Slach
attendeeWe will now proceed to the question-and-answer portion of the meeting. Will any stockholder who desires to submit a question, please do so now by accessing the Annual Meeting web page and following the onscreen instructions. I'm not seeing any questions come through. Thank you. Today's webcast has concluded. You may disconnect at this time.
Warren Kanders
executiveThank you, everyone.
Unknown Attendee
attendeeThank you.
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