Clarus Corporation (CLAR) Earnings Call Transcript

Aye.

Is there any objection? There being no objection, it is ordered that 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 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 2023 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 to order it accepted and filed.

I 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.

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 that the annual report be accepted and filed with the minutes of this meeting. 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, 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 their successors shall be elected and shall qualify. Warren B. Kanders, Donald L. House, Nicholas Sokolow, Michael A. Henning, Susan Ottmann, Roger Werner.

I second that motion.

I order that the nominations 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, 2024. The Board of Directors recommends that you vote for the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2024. 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 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 ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Will the Secretary report how many stockholders are present in person or by proxy?

There are now present the holders of 32,576,875 shares of common stock in person and by proxy, out of a total of 38,298,162 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 Werner 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 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, 2024, and accordingly, such motion was 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.

I move that the meeting be adjourned.

I second the motion.

All in favor, please say aye.

Aye.

Aye.

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

We will now proceed to the question-and-answer portion of the meeting. [Operator Instructions] Please note that in the interest of all stockholders, we will only address those questions that are pertaining to the business of the meeting.

Mike, there are no questions.

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