Clarus Corporation (CLAR) Earnings Call Transcript & Summary

Welcome to Clarus Corporation's 2023 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.

Thank you. 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 you to the directors of the company participating at this annual meeting: Donald L. House, Nicholas Sokolow, Michael A. Henning, Susan Ottmann, and James E. Walker III, directors of the company. Also present at this meeting are Aaron Kuehne, Executive Vice President, Chief Operating Officer, Secretary and Treasurer of the company; Michael J. Yates, Chief Financial Officer of the company; Neil Fiske, the President of Black Diamond Limited; Robert L. Lawrence, Esquire of Kane Kessler, P.C., our Legal Counsel; and Wes Yeomans of Deloitte & Touche LLP, the company's independent auditors for the year ended December 31, 2022. Mr. Kuehne will act as Secretary of meeting.

Notice of the Meeting dated April 28, 2023, was mailed on or about May 4, 2023, to all stockholders of record as of the close of business on April 14, 2023, 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.

Hearing none, 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.

The affidavit of mailing indicates that a copy of the notice was duly mailed to each stockholder of record on or about May 4, 2023.

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 role.

I move to the calling of the role will be dispensed with.

I second the motion.

All in favor, say aye.

Aye.

Aye.

There being no objection, it is ordered that the calling of the role 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 to be dispensed with.

I second the motion.

All in favor, please say aye.

Aye.

Aye.

Hearing 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 will hereby designate Mr. Jonathan Zalkin as Inspector of Election to count the votes presented to the meeting in person or by proxy. I've 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 2022 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 the 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 directors to be elected at this meeting, 6 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 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 the successors shall be elected and shall qualified. Warren B. Kanders, Donald L. House, Nicholas Sokolow, Michael A. Henning, Susan Ottmann, James E. Walker, III.

I second the motion.

I order that the nominations for election of directors be closed. We will now proceed with the next order of business, which is a nonbinding 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, to compensate under 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 year 2023, for the 2023 Annual Meeting of Stockholders pursuant to the rules of the U.S. 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 an advisory vote on the frequency of future say-on-pay, nonbinding votes to approve the compensation of our named executive officers. The Board of Directors recommends a 3-year interval for future say-on-pay votes. 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 ended December 31, 2023. 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, 2023. While any stockholder who desires 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 and following the on-screen instructions. Please note that you must enter the control number found on your proxy card that we 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 ratification of Deloitte & Touche LLP as the company's independent registered accounting firm for the fiscal year ending December 31, 2023, the approval of the resolution approving the compensation of the company's named executive officers on an advisory basis, and the advisory vote on the frequency of future say-on-pay advisory votes on executive compensation. Will the Secretary report how many stockholders are present in person or by proxy.

There are now present the holders of 32,666,923 shares of common stock in person and by proxy, out of a total of 37,190,302 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.

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 6 nominees of the Board of Directors. And accordingly, Mr. Kanders, House, Sokolow, Henning and Walker and Ms. Ottmann have been duly elected as directors of the company to serve until the next Annual Meeting of Stockholders 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 in favor of the advisory 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 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 in favor of a 3-year frequency of future say-on-pay advisory votes. The holders of shares of common stock of the company constituting a majority of the shares of common stock present in person and represented by proxy at this meeting were dispensed to such proposal voted to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ended December 31, 2023, and accordingly, such motion is duly adopted.

That concludes technical requirements of our meeting. 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.

Any objection? There being no objection, the meeting is adjourned. Thank you, ladies and gentlemen, for participating in a virtual annual meeting.

We will now proceed to the question-and-answer portion of the meeting. Should any stockholder wish to submit a question, please click on the messaging icon at the top of the left side of your screen. Type your questions into the text box, then click the send icon at the right of the text box. Please note that in the interest of all stockholders, we will only address those questions that are pertaining to the business of this meeting.

There are no questions submitted.

Thank you. Today's webcast has concluded. You may disconnect at this time.