Clarus Corporation ($CLAR)

Hello, and welcome to the Clarus Corporation Annual Meeting of Stockholders. Please note that this meeting is being recorded. Questions may be submitted via the question box to the right of your screen by typing your message, then clicking the submit button. The meeting is about to begin.

Welcome to Clarus Corporation's 2026 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.

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 other directors of the company participating in this annual meeting, Nicholas Sokolow, Susan Ottmann, Roger Werner, Mark M. Besca, Directors of the company. Also present at this meeting by means of remote communication via live webcast are Michael J. Yates, Chief Financial Officer, Secretary and Treasurer of the company; and [ Wes Yeomans ] of Deloitte & Touche LLP, the company's independent auditors for the year ended December 31, 2025. Mr. Yates will act as Secretary of the meeting. Mr. Yates, would you please present the notice of annual meeting.

The Notice of Annual Meeting dated April 24, 2026, was mailed on or about April 24, 2026, to all of the stockholders of record as of the close of business on April 7, 2026, the record date for this meeting.

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

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

I second the motion.

All in favor, say, aye.

Aye.

Being no objection, the notice of annual meeting is ordered filed with the minutes of this meeting. Will the Secretary present the certificate of mailing of the Notice of Annual Meeting.

The certificate of mailing indicates that a copy of the notice of the annual meeting, proxy statement, form of proxy card in the 2025 annual report were duly mailed to each stockholder of record on or about April 24, 2026.

The Secretary is directed to file the certificate of mailing with the minutes of this meeting. Mr. Yates, 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 that the calling [indiscernible].

I second that motion.

All in favor, please say aye.

Aye.

There 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 Annual Meeting of Stockholders.

I move that the reading of the minutes of the last Annual Meeting of Stockholders is dispensed to it.

I second the motion.

All in favor, please say, aye.

Aye.

Hearing no objection, it is ordered that the meeting -- the reading of the minutes of the last meeting of stockholders be waived. Under the powers granted to me by the bylaws of the company, I hereby designate Mr. Jonathan Zalkin as inspector of elections to count the votes presented to the meeting or by proxy. I've requested the Inspector of Elections to submit his oath as Inspector and Director Secretary to attach the same to the minutes of the meeting. Copies of the 2025 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 that is being 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 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 his or her successor 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 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 his or her successors shall be duly elected and qualified: Warrant B Kanders, Nicholas Sokolow, Susan Ottmann, Roger Werner, Mark M. Besca.

I second the motion.

I order the nominations for the election of directors are closed. We will now proceed with the next order of business, which is to consider and vote upon an advisory resolution on executive compensation. The Board of Directors recommends that you vote for the approval of the advisory resolution on executive compensation. We'll now proceed with the next order of business, which is to consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board of Directors recommends that you vote for ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. While any stockholder who desires to vote on 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 you previously received. [Voting]

The polls are now closed for each of the following matters voted upon at the meeting, the election of directors, the approval of an advisory resolution on executive compensation and the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2026. Will the Secretary report on how many stockholders are present or by proxy?

There are now present or represented by proxy holders of 32,544,653 shares of common stock out of a total of 38,441,486 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 therefore, a quorum is present.

I understand that the inspector of elections has tabulated the votes. Will the inspector of elections please report the results?

The [indiscernible] of the votes cast at this meeting has voted for the election of each of the 5 nominees of the Board of Directors. Accordingly, Mr. Kanders, Sokolow, Besca and Ms. Ottmann have been duly elected as directors of the company to serve until the next Annual Meeting of Stockholders and until his or her successor shall be duly elected. Holders of shares of common stock of the company constituting a majority of the shares of common stock present or represented by a proxy at this meeting with respect to such proposal and entitled to vote thereon voted to approve the advisory resolution on executive compensation, and accordingly, such proposal was duly adopted. The holders of shares of common stock of the company constituting a majority of the shares of common stock present or represented by proxy at this meeting with respect to such proposal and entitled to vote thereon voted to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm the year ended December 31, 2026. And accordingly, such proposal duly adopted.

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

I move that the meeting be adjourned.

I second that motion.

All in favor, please say aye.

Aye.

Hearing no objection, the meeting is adjourned. Thank you, ladies and gentlemen, for participating in the annual meeting.

We will now proceed to the question-and-answer session, which will not constitute part of the formal business of the meeting. Should any stockholder wish to submit a question please click on the questions box to the right of your screen, type your question into the text box then click the submit button. Please note that in the interest of all stockholders, we will only address those questions that are pertinent to the business of the meeting.

Mike, there are no questions.

Thank you, and thank you to all, and that concludes today's webcast. Operator, you may disconnect at this time.

Ladies and gentlemen, that concludes today's conference call. Thank you for your participation. You may now disconnect.

Thank you.