Sportsman's Warehouse (SPWH) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 27, 2026, with stockholders able to participate online using a control number from their proxy card.

• Proxy materials, including the Proxy Statement and 2025 Annual Report, are available online and by mail to stockholders of record as of April 2, 2026.

• The Board recommends voting FOR all director nominees, executive compensation, the amended incentive plan, auditor ratification, and annual say-on-pay votes.

• Forward-looking statements highlight risks such as regulatory changes, economic conditions, competition, and regional concentration.

Voting matters and shareholder proposals

• Proposals include electing six directors, approving executive compensation, amending the 2019 Performance Incentive Plan, ratifying Grant Thornton LLP as auditor, and setting the frequency of say-on-pay votes.

• The Board recommends annual advisory votes on executive compensation.

• Shareholders can submit proposals and director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• The Board consists of six directors, with a mix of executive and independent members, and a skills matrix is used for nominations.

• Committees include Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• Annual board and committee evaluations are conducted, and stockholder engagement is emphasized.

• Directors are subject to stock ownership guidelines and a code of conduct.