Sportsman's Warehouse (SPWH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2025, with stockholders able to participate online using a control number from their proxy card or voting instruction form.

• Only stockholders of record as of April 3, 2025, are entitled to vote on the proposals, which include electing directors, approving executive compensation, and ratifying the external auditor.

• Proxy materials and the annual report are available online, and stockholders are encouraged to vote in advance to ensure quorum and representation.

Voting matters and shareholder proposals

• Stockholders will vote on electing four director nominees for one-year terms, approving executive compensation on an advisory basis, and ratifying Grant Thornton LLP as the independent auditor for fiscal year 2025.

• The board recommends voting FOR all director nominees, FOR the executive compensation proposal, and FOR the auditor ratification.

• Shareholders may submit proposals or director nominations for the 2026 annual meeting, with specific deadlines and requirements outlined.

Board of directors and corporate governance

• The board is transitioning to annual elections for all directors, with a focus on diversity, relevant expertise, and independence; two of six directors self-identify as female and one as an underrepresented minority.

• All directors attended at least 75% of meetings in fiscal 2024, and the board separates the roles of CEO and Chair for balanced governance.

• The board has three standing committees: Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• Stock ownership guidelines and a code of conduct apply to directors, with compliance monitored annually.