Clarus (CLAR) shareholders back directors, pay plan and Deloitte in 2026 vote

Rhea-AI Filing Summary

Clarus Corporation reported the results of its Annual Meeting of Stockholders. Out of 38,441,486 shares of common stock outstanding and entitled to vote, 32,544,653 were present in person or by proxy, representing approximately 84.66% of the shares entitled to vote.

Stockholders elected five directors — Warren B. Kanders, Nicholas Sokolow, Susan Ottmann, Roger Werner, and Mark M. Besca — each to serve until the next annual meeting and until their successors are elected and qualified. They also approved an advisory resolution on executive compensation and ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 38,441,486 shares Shares present or represented: 32,544,653 shares Participation rate: 84.66% +4 more

7 metrics

Shares outstanding entitled to vote 38,441,486 shares Common stock outstanding and entitled to vote at the annual meeting

Shares present or represented 32,544,653 shares Shares present or represented by proxy at the annual meeting

Participation rate 84.66% Percentage of shares entitled to vote that were present or represented

Say-on-pay votes for 19,273,422 votes Votes for advisory resolution on executive compensation

Say-on-pay votes against 8,127,764 votes Votes against advisory resolution on executive compensation

Auditor ratification votes for 32,164,092 votes Votes for ratifying Deloitte & Touche LLP as auditor for 2026

Auditor ratification votes against 365,954 votes Votes against ratifying Deloitte & Touche LLP as auditor for 2026

Key Terms

Annual Meeting of Stockholders, broker non-votes, advisory resolution on executive compensation, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"shares of common stock outstanding and entitled to vote at the Annual Meeting"

broker non-votes financial

"Votes For | | Votes Withheld | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory resolution on executive compensation financial

"approved an advisory resolution on executive compensation"

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

ratify the appointment financial

"To ratify the appointment of Deloitte & Touche LLP"

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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): May 28, 2026

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))

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

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.   ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)       Of the 38,441,486 shares of common stock outstanding and entitled to vote at the Annual Meeting, 32,544,653 shares of common stock were present or represented by proxy and entitled to vote, representing approximately 84.66% of the Company’s shares of common stock entitled to vote at the Annual Meeting.

(b)       At the Annual Meeting, the Company’s stockholders: (i) elected each of the following five director nominees standing for election: Warren B. Kanders, Nicholas Sokolow, Susan Ottmann, Roger Werner, and Mark M. Besca, (ii) approved an advisory resolution on executive compensation, and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

The voting results for each proposal are set forth below:

Proposal 1 – To elect five directors 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		22,373,079		5,085,245		5,086,329
Nicholas Sokolow		20,395,026		7,063,298		5,086,329
Susan Ottmann		22,314,213		5,144,111		5,086,329
Roger Werner		21,940,144		5,518,180		5,086,329
Mark M. Besca		22,037,878		5,420,446		5,086,329

Proposal 2 – To approve an advisory resolution on executive compensation:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
19,273,422		8,127,764		57,138		5,086,329

Proposal 3 – To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
32,164,092		365,954		14,607		0

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 1, 2026

	CLARUS CORPORATION
	By:	/s/ Michael J. Yates
	Name:	Michael J. Yates
	Title:	Chief Financial Officer

FAQ

What did Clarus (CLAR) stockholders vote on at the latest annual meeting?

Clarus stockholders voted on electing five directors, approving an advisory resolution on executive compensation, and ratifying Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026.

What was shareholder turnout for Clarus (CLAR) 2026 annual meeting?

Shareholder turnout was strong, with 32,544,653 shares present or represented by proxy out of 38,441,486 shares outstanding and entitled to vote, representing approximately 84.66% of Clarus’s common stock entitled to vote at the annual meeting.

Were all Clarus (CLAR) director nominees elected at the 2026 meeting?

All five Clarus director nominees were elected. Warren B. Kanders, Nicholas Sokolow, Susan Ottmann, Roger Werner, and Mark M. Besca each received more votes for than withheld, with additional broker non-votes reported for each nominee.

How did Clarus (CLAR) stockholders vote on executive compensation?

Clarus stockholders approved the advisory resolution on executive compensation, with 19,273,422 votes for, 8,127,764 against, 57,138 abstentions, and 5,086,329 broker non-votes recorded on this say-on-pay proposal at the annual meeting.

Which audit firm will serve Clarus (CLAR) for the year ending December 31, 2026?

Stockholders ratified Deloitte & Touche LLP as Clarus’s independent registered public accounting firm for the year ending December 31, 2026, with 32,164,092 votes for, 365,954 against, 14,607 abstentions, and no broker non-votes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB