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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, 2022



(Exact name of registrant as specified in its charter)



(State or other jurisdiction

of incorporation)


(Commission File Number)


(IRS Employer

Identification Number)


2084 East 3900 South, Salt Lake City, Utah

(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number, including area code: (801) 278-5552



(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
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 37,224,109 shares of common stock outstanding and entitled to vote at Clarus Corporation’s (the “Company”) 2022 Annual Meeting of Stockholders (the “Meeting”), 32,337,554 shares of common stock were present in person or by proxy and entitled to vote, representing approximately 86.87% 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, and (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.


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
Warren B. Kanders   16,012,607   9,601,773   6,723,174
Donald L. House   14,121,223   11,493,157   6,723,174
Nicholas Sokolow   13,896,754   11,717,626   6,723,174
Michael Henning   14,224,383   11,389,997   6,723,174
Susan Ottmann   17,575,356   8,022,880   6,739,318
James E. Walker III   25,419,290   178,946   6,739,318


Proposal 2 – To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:

Votes For   Votes Against   Votes Abstained   Broker
32,246,069    89,293   2,192   0


Item 9.01. Financial Statements and Exhibits


(d) Exhibits.


104 Cover Page Interactive Data File (embedded within the Inline XBRL document)






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 6, 2022


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