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 7, 2018


Clarus Corporation

(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))


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)       On June 7, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Meeting”). Of the 30,041,265 shares of common stock entitled to vote at the Meeting, 25,443,153 shares of common stock were present in person or by proxy and entitled to vote, representing approximately 84.69% of the Company’s outstanding shares of common stock.


(b)       At the Meeting, the Company’s stockholders: (i) approved the re-election of each of the following four director nominees standing for re-election: Warren B. Kanders, Donald L. House, Nicholas Sokolow and Michael Henning, and (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.


The voting results for each proposal are set forth below:


Proposal 1 – To elect four 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



Warren B. Kanders 11,642,793 6,794,641 7,005,719
Donald L. House 9,752,030 8,685,404 7,005,719
Nicholas Sokolow 9,502,706 8,934,728 7,005,719
Michael Henning 9,992,581 8,444,853 7,005,719


Proposal 2 – To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018:


Votes For Votes Against Votes Abstained



25,296,373 120,487 26,293 0






Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: June 11, 2018   By: /s/ Aaron J. Kuehne  
        Name: Aaron J. Kuehne  
        Title: Chief Financial Officer and Chief Administrative Officer