Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2021, at Clarus Corporation's (the "Company") 2021 Annual Meeting of
Stockholders (the "Meeting"), Ms. Susan Ottmann was elected to serve on the
Company's Board of Directors until the Company's next Annual Meeting of
Stockholders and until her successor is duly elected and qualified.
Ms. Ottmann, 56 years old, has more than 25 years of industrial engineering
experience in multiple engineering, marketing, manufacturing and leadership
roles for a number of multinational companies. Since August 2018, Ms. Ottmann
has served as the graduate program director for Engineering Professional
Development in the College of Engineering at the University of Wisconsin-Madison
where she also teaches courses in technical leadership and technical project
management for both credit and professional development programs. From
October 2015 to August 2018, Ms. Ottmann was the business and program director
in the College of Engineering at the University of Wisconsin-Madison where she
managed the manufacturing systems online master's program, led technical
leadership short course programs and managed the Engineering Professional
Development department's human resource and finance staff as well as business
process teams. From September 2013 to July 2015, Ms. Ottmann was the general
manager for Thermo Fisher Scientific's global analytical instrument business
where she managed a team of 770 associates with operations in the US, UK,
Germany and China as well as sales teams worldwide. From April 2006 to
September 2013, Ms. Ottmann served in various roles at Danaher Corporation,
including serving as President and Vice President in certain of its global
business units. Ms. Ottmann received B.S. degrees in Mechanical Engineering and
Engineering & Public Policy from Carnegie Mellon University as well as an M.S.
degree in Management from North Carolina State University.
Ms. Ottmann will receive compensation as a non-employee director in accordance
with Company's director compensation program described in the Company's proxy
statement filed with the Securities and Exchange Commission on April 26, 2021.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Of the 31,314,181 shares of common stock outstanding and entitled to vote
at the Meeting, 29,257,542 shares of common stock were present in person or by
proxy and entitled to vote, representing approximately 93.43% of the Company's
shares of common stock entitled to vote at the Meeting.
(b) At the Meeting, the Company's stockholders: (i) approved the election of
each of the following five director nominees standing for election: Warren B.
Kanders, Donald L. House, Nicholas Sokolow, Michael Henning and Susan Ottmann,
and (ii) ratified the appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for the year ending December 31,
2021.
The voting results for each proposal are set forth below:
Proposal 1 - To elect five members to serve on the Company's Board of Directors
until the next Annual Meeting of Stockholders and until their successors are
duly elected and qualified:
Broker
Name Votes For Votes Withheld Non-Votes
Warren B. Kanders 17,235,426 8,816,242 3,205,874
Donald L. House 12,736,708 13,314,960 3,205,874
Nicholas Sokolow 12,756,184 13,295,484 3,205,874
Michael Henning 14,286,046 11,765,622 3,205,874
Susan Ottmann 25,906,593 145,075 3,205,874
Proposal 2 - To ratify the appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for the year ending December 31,
2021:
Broker
Votes For Votes Against Votes Abstained Non-Votes
29,248,871 4,697 3,974 0
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