Johnson Outdoors (JOUT) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on February 27, 2025, with shareholders able to vote and submit questions online.

• Key proposals include electing nine directors, ratifying the appointment of RSM US LLP as auditors, and a non-binding advisory vote on executive compensation.

• The board recommends voting in favor of all proposals and all director nominees, eight of whom are independent.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying RSM US LLP as auditors for fiscal 2025, and approving a non-binding advisory proposal on executive compensation.

• Class A and Class B common stockholders vote separately for directors, but together for other proposals, with Class B shares having ten votes per share.

• Shareholder proposals for the 2026 meeting must be received by September 12, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Eight of nine director nominees are independent; the board conducts annual evaluations and regular executive sessions without management.

• The board has Executive, Audit, Compensation, and Nominating & Corporate Governance Committees, all with defined charters and responsibilities.

• The company is a “Controlled Company” under NASDAQ rules but maintains a majority of independent directors and independent committees.

• Board diversity is disclosed, and the board includes a Lead Independent Director.

• Stock ownership guidelines for directors and executives are in place to align interests with shareholders.