47 unchanged sentences
OTHER INFORMATION
+Added: During the three month period ended December 31, 2024 , no director or officer of the Company adopted or terminated a “Rule 10 b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, nor did the Company during such three month period ended December 31, 2024 adopt or terminate any “Rule 10b5-1 trading arrangement”.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−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, controller and internal audit staff of the Company and its subsidiaries.
+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 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 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 2025 Annual Meeting of Stockholders.
+Added: Information concerning the Audit Committee of the Company’s Board of Directors, and its financial expert required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Governance of the Company– Audit Committee” in the Proxy Statement for the 2025 Annual Meeting of Stockholders.
+Added: Information concerning the Compensation Committee of the Company’s Board of Directors is incorporated and made part hereof by reference to the material appearing under the heading “Governance of the Company– Compensation Committee” in the Proxy Statement for the 2025 Annual Meeting of Stockholders.
+Added: Information regarding the Nominating and Corporate Governance Committee required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Governance of the Company– Nominating and Corporate Governance Committee” in the Proxy Statement for the 2025 Annual Meeting of Stockholders.
+Added: Information regarding the ability of stockholders to communicate with the Board of Directors is incorporated and made part hereof by reference to the material appearing under the heading “Governance of the Company– Stockholder Communications” in the Proxy Statement for the 2025 Annual Meeting of Stockholders.
+Added: 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 2025 Annual Meeting of Stockholders.
+Added: 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.
In addition, such officers are also subject to the Code of Ethics for Senior Executive Officer and Senior Financial Officers.
These documents may be accessed at www.claruscorp.com, our Internet website, at the tab “Governance” under the section called “Governance Documents.” The Company intends to disclose future amendments to, or waivers from, certain provisions of its codes of conduct, if any, on the above website within five business days following the date of such amendment or waiver.
−Removed: Other information required by this Item 10 of Form 10-K will be included in our 2024 Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our 2024 Annual Meeting of Stockholders and is incorporated herein by reference.
−Removed: The 2024 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
+Added: We intend to post all required disclosures concerning any amendments to or waivers from our Code of Business Conduct and Code of Ethics for Senior Executive Officer and Senior Financial Officers on our website.
+Added: The Company does not intend to incorporate the contents of our website into this Annual Report on Form 10-K.
+Added: 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.
+Added: The Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.
+Added: CLARUS CORPORATION
EXECUTIVE COMPENSATION
−Removed: The information required by this Item 11 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference.
+Added: Information required by this item is incorporated and made part hereof by reference to the material appearing under the headings “Director Summary Compensation Table,” “Discussion of Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation Tables,” “Potential Payments Upon Termination or Change in Control” and “Pay Ratio Disclosure” in the Proxy Statement for the 2025 Annual Meeting of Stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this Item 12 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference.
+Added: Information required by this item is incorporated and made part hereof by reference to the material appearing under the headings “Beneficial Ownership of Company Common Stock By Directors, Officers and Principal Stockholders” in the Proxy Statement for the 2025 Annual Meeting of Stockholders.
+Added: Information concerning the Company’s equity compensation plan is contained in Part II of this Form 10-K under the heading “Securities Authorized for Issuance Under Equity Compensation Plans.”
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item 13 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference.
+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 Transaction” and “Governance of the Company– Director Independence” in the Proxy Statement for the 2025 Annual Meeting of Stockholders.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information required by this Item 14 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference.
+Added: Information required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Independent Registered Public Accounting Firm” in the Proxy Statement for the 2025 Annual Meeting of Stockholders.
CLARUS CORPORATION
11 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: Amended and Restated Bylaws of the Company (filed as Appendix D to the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on November 6, 2002 and incorporated herein by reference).
−Removed: Amendment No.
−Removed: 1 to the Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.4 of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2003).
−Removed: Amendment No.
−Removed: 2 to the Amended and Restated By-Laws 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 June 4, 2010 and incorporated herein by reference).
−Removed: Amendment No.
−Removed: 3 to the Amended and Restated By-Laws of the Company (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2010 and incorporated herein by reference).
−Removed: Amendment No.
−Removed: 4 to the Amended and Restated By-Laws 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 June 9, 2016 and incorporated herein by reference).
−Removed: Amendment No.
−Removed: 5 to the Amended and Restated By-Laws of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2017 and incorporated herein by reference).
+Added: 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).
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).
2 unchanged sentences
Rights Agreement, dated as of February 12, 2008, by and between the Company and American Stock Transfer & Trust Company (filed as Exhibit 4.2 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).
−Removed: CLARUS CORPORATION
+Added: Amendment No.
+Added: 1 to Rights Agreement, dated as of September 5, 2024, by and between the Company and Equiniti Trust Company, LLC (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2024).
Form of Rights Certificate (filed as Exhibit 4.1 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).
1 unchanged sentence
Kanders (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2023, and incorporated herein by reference).
−Removed: Separation Agreement, dated as of March 31, 2023, between Clarus Corporation and John Walbrecht (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2023, and incorporated herein by reference).
−Removed: Separation Agreement and General Release, dated as of August 31, 2023, between Clarus Corporation and Aaron J.
−Removed: Kuehne (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2023, and incorporated herein by reference).
−Removed: Form of 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 23, 2002 and incorporated herein by reference).
+Added: 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).
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).
2 unchanged sentences
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: CLARUS CORPORATION
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).
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).
−Removed: Clarus Corporation Policy on Insider Trading.
+Added: 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).
Subsidiaries of the Company.
6 unchanged sentences
Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley of 2002.
−Removed: Clarus Corporation Compensation Recovery Policy.
+Added: Clarus Corporation Compensation Recovery Policy (filed as Exhibit 97.1 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).
Inline XBRL Instance Document.
28 unchanged sentences
Susan Ottmann
+Added: /s/ Roger Werner
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.