Current Report Filing (8-k)
05 Junio 2023 - 3:16PM
Edgar (US Regulatory)
0000913277
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0000913277
2023-06-01
2023-06-01
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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2023
CLARUS CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation) |
001-34767
(Commission File Number) |
58-1972600
(IRS Employer
Identification Number) |
2084 East 3900 South, Salt Lake City, Utah
(Address of principal executive offices) |
84124
(Zip Code) |
Registrant’s telephone number, including
area code: (801) 278-5552
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
|
¨ |
Emerging growth company |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which
registered |
Common Stock, par value $.0001 per share |
|
CLAR |
|
NASDAQ Global Select Market |
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Of
the 37,190,302 shares of common stock outstanding and entitled to vote at Clarus Corporation’s (the “Company”) 2023
Annual Meeting of Stockholders (the “Meeting”), 32,666,923 shares of common stock were present in person or by proxy and entitled
to vote, representing approximately 87.8% of the Company’s shares of common stock entitled to vote at the Meeting.
(b) At
the Meeting, the Company’s stockholders: (i) approved the election of each of the following six director nominees standing for election:
Warren B. Kanders, Donald L. House, Nicholas Sokolow, Michael Henning, Susan Ottmann and James E. Walker III, (ii) approved an advisory
resolution on executive compensation, (iii) approved, on an advisory basis, a three year frequency of future advisory votes on executive
compensation and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting
firm for the year ending December 31, 2023.
The voting results for each proposal are set forth
below:
Proposal 1 – To elect six members to serve
on the Company’s Board of Directors until the next Annual Meeting of Stockholders and until their successors are duly elected and
qualified:
Name |
Votes For |
Votes Withheld |
Broker
Non-Votes |
Warren B. Kanders |
22,626,496 |
6,263,099 |
3,777,328 |
Donald L. House |
17,364,389 |
11,525,206 |
3,777,328 |
Nicholas Sokolow |
17,199,907 |
11,689,688 |
3,777,328 |
Michael Henning |
20,423,633 |
8,465,962 |
3,777,328 |
Susan Ottmann |
22,605,582 |
6,284,013 |
3,777,328 |
James E. Walker III |
22,425,349 |
6,464,246 |
3,777,328 |
Proposal 2 – To approve an advisory resolution
on executive compensation:
Votes For |
Votes Against |
Votes Abstained |
Broker
Non-Votes |
15,641,107 |
12,977,137 |
271,351 |
3,777,328 |
Proposal 3 – To approve, on an advisory
basis, the frequency of future advisory votes on executive compensation:
Every 1 Year |
Every 2 Years |
Every 3 Years |
Votes Abstained |
Broker Non-Votes |
13,917,776 |
8,281 |
14,703,892 |
259,646 |
3,777,328 |
Consistent with the recommendation of the Board
of Directors, a majority of the votes cast by the Company’s stockholders voted to hold future advisory votes on executive compensation
every three years. In light of the foregoing, the Company currently intends to hold future advisory votes on executive compensation every
three years. The next required vote on the frequency of future advisory votes on executive compensation is scheduled to occur at the Company’s
2029 Annual Meeting of Stockholders.
Proposal 4 – To ratify the appointment of
Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:
Votes For |
Votes Against |
Votes Abstained |
Broker
Non-Votes |
32,457,800 |
202,156 |
6,967 |
0 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 5, 2023
|
CLARUS CORPORATION |
|
|
|
|
|
By: |
/s/ Michael J. Yates |
|
Name: Michael J. Yates |
|
Title: Chief Financial Officer |
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