Item 5.07 Submission of Matters to a Vote of Security Holders

On May 25, 2022, Compass Diversified Holdings (the "Trust") and Compass Group Diversified Holdings LLC (the "Company") (NYSE: CODI) (collectively "CODI") held their 2022 Annual Meeting of Shareholders (the "Annual Meeting"), via virtual webcast. A total of 69,450,318 shares of the Company's common stock were entitled to vote as of March 28, 2022, the record date for the Annual Meeting. There were 57,573,748 shares present in person or by proxy, constituting a quorum, at the Annual Meeting, at which the shareholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the shareholders and the final voting results of each such proposal.

Proposal 1. Election of Directors

With respect to the election of the following nominees as directors of the Company to hold office for a one-year term, ending at the 2023 Annual Meeting, the shareholders voted as set forth in the table below:



                                        For        Withheld    Broker Non-Vote
            C. Sean Day              40,010,595     885,143      16,678,010
            James J. Bottiglieri     39,160,905    1,734,833     16,678,010
            Alexander S. Bhathal     40,565,291     330,447      16,678,010
            Gordon M. Burns          38,210,611    2,685,127     16,678,010
            Harold S. Edwards        40,029,600     866,138      16,678,010
            Larry L. Enterline       39,524,786    1,370,952     16,678,010
            Sarah G. McCoy           40,609,489     286,249      16,678,010

Based on the votes set forth above, Mr. Day, Mr. Bottiglieri, Mr. Bhathal, Mr. Burns, Mr. Edwards, Mr. Enterline and Ms. McCoy were duly elected to serve as directors of the Company for a one-year term, ending at the 2023 Annual Meeting.

Proposal 2. Advisory Vote Regarding Executive Compensation ("Say-on-Pay")

With respect to the non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement, the shareholders voted as set forth in the table below:



                      For         Against     Abstain    Broker Non-Vote
                   34,016,631    6,590,473    288,634      16,678,010

Based on the votes set forth above, the shareholders approved the Say-on-Pay proposal.

Proposal 3. Ratification of Selection of Independent Auditor

The ratification of the appointment of Grant Thornton LLP as independent auditor for the Company and the Trust for the fiscal year ending December 31, 2022 received the following votes:



                      For         Against     Abstain    Broker Non-Vote
                   57,150,515     304,830     118,403          N/a

Based on the votes set forth above, the ratification of the appointment of Grant Thornton LLP as the independent auditor for the Company and the Trust to serve for the 2022 fiscal year was duly ratified by the shareholders.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibit.



 104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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