American Outdoor Brands Inc
For the period ended Nov 25, 2024. Filed Oct 11, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 25, 2024 · Filed Oct 11, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
American Outdoor Brands, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| PROXYSTATEMENTNOTICE | The Annual Meeting of Stockholders of American Outdoor Brands, Inc., a Delaware corporation, will be held as set forth below: |
|---|---|
| 12:00 p.m., Eastern Time | |
| Monday, November 25, 2024 | |
| www.virtualshareholdermeeting.com/AOUT2024 |
The 2024 Annual Meeting of Stockholders (Annual Meeting) will be held for the following purposes:
| 1 | To elect Bradley T. Favreau, Mary E. Gallagher, Gregory J. Gluchowski, Jr., Luis G. Marconi, Barry M. Monheit, and Brian D. Murphy to serve until their successors are elected and qualified at the 2025 Annual Meeting of Stockholders, subject to their earlier death, resignation, disqualification or removal. |
| 2 | To ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2025. |
| 3 | To adopt amendments to our certificate of incorporation to eliminate the supermajority voting requirements. |
| 4 | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
These items of business are more fully described in the proxy statement accompanying this notice.
Only stockholders of record at the close of business on October 10, 2024 are entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.
All stockholders are cordially invited to attend the meeting and vote electronically during the meeting. To assure your representation at the meeting, however, you are urged to vote by proxy as soon as possible over the Internet, by telephone, or by mail by following the instructions on the proxy card. You may vote electronically during the meeting even if you have previously given your proxy.
Sincerely,
H. Andrew Fulmer
Executive Vice President, Chief Financial Officer, and Treasurer
Columbia, Missouri
October 11, 2024
TABLE OFCONTENTS
| Proxy Summary | 1 |
|---|---|
| Sustainability Matters | 2 |
| Voting and Other Matters | 7 |
| Proposal One – Election of Directors | 11 |
| Corporate Governance | 19 |
| Executive Compensation | 25 |
| Director Compensation | 38 |
| Equity Compensation Plan Information | 39 |
| Report of the Audit Committee | 40 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 41 |
| Security Ownership of Certain Beneficial Owners and Management | 42 |
| Certain Relationships and Related Transactions | 44 |
| Proposal Two – Ratification of Appointment of Independent Registered Public Accountant | 45 |
| Proposal Three – Adoption of Amendments to Our Certificate of Incorporation to Eliminate the Supermajority Voting Requirements | 47 |
| Deadlines for Receipt of Stockholder Proposals | 50 |
| Householding of Proxy Materials | 53 |
| Other Matters | 54 |
| Appendix A Adjusted EBITDAS | 55 |
| Appendix B Certificate of Amendment of Amended and Restated Certificate of Incorporation | 57 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.