United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~July 2931, 2025

CLARUS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-34767

(Commission File Number)

58-1972600

(IRS Employer

Identification Number)

2084 East 3900 South, Salt Lake City, Utah

(Address of principal executive offices)

84124

(Zip Code)

Registrant’s telephone number, including area code: (801) 278-5552

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $.0001 per share		CLAR		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~Securities ~~5.02~~registered ~~Departure~~pursuant ofto ~~Directors~~Section or12(b) ~~Certain Officers; Election~~ of ~~Directors;~~the ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Act:

(a) Each of Michael A. Henning and Donald L. House had previously determined not to stand for re-election as directors of Clarus Corporation (the “Company”) at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 29, 2025, and therefore each of them ceased to be a director of the Company as of the conclusion of the Annual Meeting. The respective decisions of Messrs. Henning and House not to stand for re-election were not the result of any dispute or disagreement with the Company on any matter relating to the operations, policies, or practices of the Company.

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $.0001 per share		CLAR		NASDAQ Global Select Market

~~(e) On May~~Item ~~29, 2025, the Company held its Annual Meeting~~2.02 AtResults ~~the~~of ~~Annual~~Operations ~~Meeting, the Company’s stockholders approved the Clarus Corporation Amended~~ and ~~Restated~~Financial 2015 Stock Incentive Plan (the “Plan”). The Plan had previously been approved and adopted by the Company’s Board of Directors on April 16, 2025, subject to the approval of the Company’s stockholders.Condition

~~The~~On ~~Plan~~July ~~amends~~31, ~~and~~2025, ~~restates the~~ Clarus Corporation ~~2015~~ ~~Stock Incentive Plan~~ (the “~~2015 Plan~~Company”)~~, which was previously approved by the Company’s stockholders on December~~ ~~11,~~issued ~~2015.~~a ~~The~~press ~~material~~release ~~amendments~~announcing toresults ~~the 2015 Plan include, but are not limited to: (i) reducing the number of shares available~~ for ~~issuance under~~ the ~~2015~~second ~~Plan~~quarter ~~from~~ended ~~12,436,040~~June ~~(after giving effect to the aggregate annual increases provided therein) to a fixed share reserve of 7~~30,~~500,000~~ ~~shares~~2025 ~~of the Company’s Common Stock available for grant under the Plan;~~ (~~ii)~~ the ~~removal~~“Press ~~of the evergreen provision previously included in the 2015 Plan, which provided for annual increases of 5% of the number of shares outstanding from the end of the prior year in question; (iii~~Release”). ~~the~~A ~~removal~~copy of the ~~provision that, in any calendar year, no Participant shall be granted Awards in respect~~ ofPress ~~more~~Release ~~than~~is ~~500,000~~furnished ~~shares~~as ofExhibit ~~Common~~99.1 ~~Stock~~and ~~(whether~~incorporated ~~through~~herein ~~grants~~by ofreference. ~~options~~Attached orhereto ~~SARs~~as orExhibit ~~other~~99.2 ~~Awards~~and ofincorporated ~~Common Stock or rights with~~herein ~~respect~~by ~~thereto)~~reference oris ~~cash-based~~a ~~Awards~~presentation ~~for~~regarding ~~more than $2,500,000; and (iv) an extension of~~ the ~~plan~~Company’s ~~term~~financial toresults ~~the~~for ~~tenth (10th) anniversary of~~ the ~~effective~~second ~~date~~quarter ofended ~~the~~June ~~Plan. In addition to these amendments~~30, ~~other~~2025 ~~non-material revisions were made to align~~ (the plan with the latest applicable laws, rules, regulations, and current best practices. Capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Proxy Statement (as defined herein“Presentation”).

The ~~principal~~Press ~~features~~Release ofand/or the ~~Plan~~Presentation ~~are described~~contains inthe ~~detail~~non-GAAP ~~under~~measures: ~~“PROPOSAL~~(i) 3adjusted ~~APPROVAL~~gross OFmargin ~~THE~~and ~~CLARUS~~adjusted ~~CORPORATION~~gross ~~AMENDED~~profit, ~~AND~~(ii) ~~RESTATED~~adjusted ~~2015~~(loss) ~~STOCK~~income ~~INCENTIVE~~from ~~PLAN”~~continuing ofoperations ~~the Company’s~~and ~~Proxy~~related ~~Statement~~earnings ~~filed~~(loss) byper ~~the~~diluted ~~Company~~share, ~~with~~(iii) ~~the~~earnings ~~Securities~~before interest, taxes, other income or expense, depreciation and ~~Exchange~~amortization (“EBITDA”), ~~Commission~~EBITDA onmargin, ~~April~~adjusted 24EBITDA, ~~2025~~and adjusted EBITDA margin, and (iv) free cash flow (defined as ~~supplemented~~net cash provided by operating activities less capital expenditures). The Company believes that the ~~Proxy~~presentation ~~Statement~~of certain non-GAAP measures, i.e.: (i) ~~Supplement~~adjusted ~~filed~~gross onmargin ~~May~~and 16adjusted gross profit, ~~2025~~(ii) adjusted (~~the~~loss) ~~“Proxy~~income ~~Statement”~~from continuing operations and related earnings (loss). Aper diluted ~~copy~~share, (iii) EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin, and (iv) free cash flow, provide useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the ~~Plan~~user’s isoverall ~~attached~~understanding asof ~~Appendix~~the ACompany’s current financial performance relative to past performance and provides, along with the ~~Proxy~~nearest ~~Statement~~GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled ~~and~~to iscomparable ~~incorporated~~GAAP ~~herein~~financial bymeasures ~~reference~~within asthe ifPress ~~fully~~Release ~~set~~and ~~forth~~the ~~herein~~Presentation. ~~The~~We ~~foregoing~~do ~~summary~~not ~~description~~provide a reconciliation of the ~~Plan~~non-GAAP guidance ismeasures ~~not~~adjusted ~~intended~~EBITDA and/or adjusted EBITDA margin for the fiscal year 2025 to net income for the fiscal year 2025, the most becomparable ~~complete~~GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and isgains, ~~qualified~~without unreasonable effort, which affect net income but not adjusted EBITDA and/or adjusted EBITDA margin. The Company cautions that non- GAAP measures should be considered in ~~its~~addition ~~entirety~~to, bybut not as a substitute for, the ~~complete~~Company’s ~~text~~reported ofGAAP results. Additionally, the ~~Plan~~Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

The information in Item 52.0702 ~~Submission~~of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of ~~Matters~~Section to18 aof ~~Vote~~the Securities Act of ~~Security~~1934, ~~Holders~~as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

~~(a) Of the~~Item ~~38,401,824~~9.01. ~~shares~~Financial ofStatements ~~common stock outstanding~~ and entitled to vote at the Annual Meeting, 34,708,530 shares of common stock were present in person or by proxy and entitled to vote, representing approximately 90.38 % of the Company’s shares of common stock entitled to vote at the Annual Meeting.Exhibits

(bd) ~~At the~~ ~~Annual Meeting, the Company’s stockholders: (i) approved the election of each of the following five director nominees standing for election: Warren B~~Exhibits. Kanders, Nicholas Sokolow, Susan Ottmann, Roger Werner, and Mark M. Besca, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and (iii) approved the Amended and Restated 2015 Stock Incentive Plan.

The voting results for each proposal are set forth below:

Exhibit		Description
99.1		Press Release dated July 31, 2025 (furnished only).
99.2		Slide Presentation for Conference Call held on July 31, 2025 (furnished only).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Proposal~~SIGNATURES ~~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:~~

Name	Votes For	Votes Withheld	Broker Non-Votes
Warren B. Kanders	23,967,362	7,019,442	3,721,726
Nicholas Sokolow	17,679,529	13,307,275	3,721,726
Susan Ottmann	24,049,290	6,937,514	3,721,726
Roger Werner	23,784,565	7,202,239	3,721,726
Mark M. Besca	28,323,661	2,663,143	3,721,726

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Proposal~~Dated: 2July ~~– To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December~~ 31, 2025:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
34,368,158	337,038	3,334	0

	CLARUS CORPORATION

	By:	/s/ Michael J. Yates
	Name: Michael J. Yates
	Title: Chief Financial Officer

Proposal 3 – To approve and adopt the Amended and Restated 2015 Stock Incentive Plan:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
20,035,252	10,333,898	617,654	3,721,726

Item 8.01. Other Events.

On May 29, 2025, the Company delivered a letter (the “Letter”) to Mr. Warren B. Kanders approving his request that he and his affiliates (collectively, “Kanders”) be permitted under the Company’s Rights Agreement, dated as of February 12, 2008, as amended by Amendment No. 1 thereto dated September 5, 2024, by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer and Trust Company) to increase Kanders’ beneficial ownership to up to an additional 5,940,700 shares of common stock, which when combined with Kanders’ current beneficial ownership, would be approximately 32.9% of the Company’s outstanding shares of common stock. Such approval set forth in the Letter is conditioned upon, and subject to, among other things: (i) Kanders not increasing his beneficial ownership to in excess of 32.9% of the Company’s outstanding shares of common stock; and (ii) Kanders increasing his beneficial ownership to up to 32.9% of the Company’s outstanding shares of common stock, if at all, on or before the twenty-four month anniversary of the date of the Letter.

Furthermore, in the event that Kanders reduces his beneficial ownership to below 9.9% of the Company’s outstanding shares of common stock, the approval granted pursuant to the Letter shall immediately terminate and Kanders would need to obtain a new approval from the Company’s Board of Directors before seeking to again increase his beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock.

Mr. Kanders is the Company’s Executive Chairman of the Board of Directors and a member of the Company’s Board of Directors.

A copy of the Letter is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Letter is not intended to be complete and is qualified in its entirety by the complete text of the Letter.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Letter to Warren B. Kanders dated May 29, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 2, 2025

CLARUS CORPORATION By: /s/ Michael J. Yates Name: Michael J. Yates Title: Chief Financial Officer

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