51 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Information concerning the executive officers of the Company required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Executive Officer” in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission, pursuant to Regulation 14A, no later than 120 days after the end of the fiscal year (the “Proxy Statement for the 2025 Annual Meeting of Stockholders”).
+Added: Information concerning the executive officers of the Company required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Executive Officers” in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission, pursuant to Regulation 14A, no later than 120 days after the end of the fiscal year (the “Proxy Statement for the 2026 Annual Meeting of Stockholders”).
+Added: References in this Part III to headings in the Proxy Statement for the 2026 Annual Meeting of Stockholders are intended to refer to such headings or similar captions.
Information concerning directors of the Company required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Election of Directors” in the Proxy Statement for the 2026 Annual Meeting of Stockholders.
4 unchanged sentences
Information regarding compliance with Section 16(a) of the Exchange Act required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement for the 2026 Annual Meeting of Stockholders.
−Removed: The Company has adopted a Code of Business Conduct and ethics that applies to its all of its directors and employees, including the chief executive officer, chief financial officers, and all senior financial officers of the Company and its subsidiaries, including the principal financial officer, principal accounting officer, and controller of the Company and its subsidiaries.
+Added: The Company has adopted a Code of Business Conduct and ethics that applies to all its directors and employees, including the chief executive officer, chief financial officers, and all senior financial officers of the Company and its subsidiaries, including the principal financial officer, principal accounting officer, and controller of the Company and its subsidiaries.
In addition, such officers are also subject to the Code of Ethics for Senior Executive Officer and Senior Financial Officers.
3 unchanged sentences
The Company has an Insider Trading Policy governing the purchase, sale and other dispositions of its securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards.
−Removed: The Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.
+Added: The Insider Trading Policy is filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2024 and is incorporated herein by reference.
CLARUS CORPORATION
5 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: Information required by this item is incorporated and made part hereof by reference to the material appearing under the headings “Certain Relationships and Related Transaction” and “Governance of the Company– Director Independence” in the Proxy Statement for the 2025 Annual Meeting of Stockholders.
+Added: Information required by this item is incorporated and made part hereof by reference to the material appearing under the headings “Certain Relationships and Related Transactions” and “Governance of the Company– Director Independence” in the Proxy Statement for the 2026 Annual Meeting of Stockholders.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
13 unchanged sentences
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 14, 2017 and incorporated herein by reference).
−Removed: Second Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2024).
+Added: Second Amended and Restated By-Laws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2024).
Form of Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 13, 2008 and incorporated herein by reference).
8 unchanged sentences
Form of Amended and Restated Indemnification Agreement for Directors and Executive Officers of the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 9, 2024 and incorporated herein by reference).
−Removed: Company’s 2005 Stock Incentive Plan (filed as Appendix A of the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on May 2, 2005 and incorporated herein by reference).
−Removed: Amendment No.
−Removed: 1 to the Company’s 2005 Stock Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8 K, filed with the Securities and Exchange Commission on September 7, 2010 and incorporated herein by reference).
Company’s 2015 Stock Incentive Plan (filed as Appendix A to the Company’s Proxy Statement, filed with the Securities and Exchange Commission on November 9, 2015 and incorporated herein by reference).
+Added: Company’s Amended and Restated 2015 Stock Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on July 31, 2025 and incorporated herein by reference).
+Added: Form of Stock Option Agreement for the Company’s Amended and Restated 2015 Stock Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on July 31, 2025 and incorporated herein by reference).
CLARUS CORPORATION
−Removed: Form of Stock Option Agreement for the Company’s 2015 Stock Incentive Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8 K filed with the Securities and Exchange Commission on December 17, 2015 and incorporated herein by reference).
−Removed: Form of Stock Award Agreement for the Company’s 2015 Stock Incentive Plan (filed as Exhibit 10.3 to the Company’s Current Report on Form 8 K filed with the Securities and Exchange Commission on December 17, 2015 and incorporated herein by reference).
+Added: Form of Restricted Stock Unit Award Agreement for the Company’s Amended and Restated 2015 Stock Incentive Plan (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on July 31, 2025 and incorporated herein by reference).
Clarus Corporation Policy on Insider Trading (filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 7, 2024 and incorporated herein by reference).
32 unchanged sentences
(Principal Financial Officer and Principal Accounting Officer)
−Removed: /s/ Donald L.
/s/ Nicholas Sokolow
Nicholas Sokolow
−Removed: /s/ Michael A.
/s/ Susan Ottmann
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.