false 0000913277 0000913277 2026-05-28 2026-05-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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