Clarus (CLAR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2026, via live webcast; record date is April 7, 2026.

• Proxy materials, including the annual report, are available online; shareholders urged to vote by proxy or internet.

• Five directors nominated for election; proposals include say-on-pay and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of five directors, (2) advisory vote on executive compensation, (3) ratification of Deloitte & Touche LLP as auditor, and (4) other business as may arise.

• Each share has one vote; plurality required for director election, majority for other proposals.

• Shareholder proposals for the 2027 meeting must be received by December 25, 2026.

Board of directors and corporate governance

• Board consists of five members: one executive and four independent directors.

• Committees: Audit, Compensation, and Nominating/Corporate Governance, all with independent members.

• Board leadership includes an Executive Chairman and a lead independent director.

• Board and committees held regular and special meetings; all directors attended at least 75% of meetings.