Compass Diversified Holdings
For the period ended May 21, 2026. Filed Apr 10, 2026.
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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.
May 21, 2026 · Filed Apr 10, 2026
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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
Filed by the registrant ☒
Filed by a party other than the registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive additional materials |
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| ☐ | Soliciting material pursuant to § 240.14a-11(c) of § 240.14a-12 |
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COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
(Exact name of registrant as specified in its charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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| 01 | A Message from the Chair of our Board |
Letter to Shareholders
April 10, 2026
Dear Fellow Shareholders,
On behalf of the Board of Directors, thank you for your continued support of Compass Diversified (CODI). The misconduct at Lugano was serious and unacceptable. We recognize the impact on our shareholders, our financial performance, and our reputation. 2025 presented challenges for our Company, but it also reinforced something fundamental about CODI: the resilience of the model and the strength of our remaining subsidiaries. Excluding Lugano, our businesses collectively delivered growth in 2025 despite an uncertain macroeconomic backdrop, and they enter 2026 from a position of operating strength.
A Stronger Foundation
The misconduct at Lugano raised serious concerns and was not consistent with our standards or the expectations of our shareholders. In response, we moved decisively - completing a comprehensive investigation, implementing enhancements to internal controls and monitoring, further strengthening our internal audit capabilities, and providing additional enhancements to governance and oversight across our operating subsidiaries. We also took steps to strengthen the Board itself, welcoming two new independent directors with deep experience in mergers and acquisitions, finance, operations and capital markets. These actions matter not only because they address the lessons of 2025, but because they help ensure CODI emerges stronger, more rigorous, and better positioned for the future.
CODI’s Path Forward
Our first priority is restoring financial flexibility through disciplined deleveraging and the recently announced sale of Sterno’s food service business underscores our commitment to that objective. But balance sheet improvement alone is not our measure of success — we are focused on addressing what we believe is a meaningful gap between CODI’s share price and the intrinsic value of our businesses — a gap that does not reflect the quality of what we own or our business model. That view will inform our capital allocation decisions, including, when appropriate, the efficient return of capital to shareholders.
Oversight and Accountability
With our priorities set, the Board’s role is to ensure management has the oversight, resources, and accountability structures in place to execute against them. We enter 2026 focused on doing exactly that.
Annual Meeting of Shareholders
This Proxy Statement provides important information about our Board and governance practices, executive compensation structure, and corporate responsibility - core components of our commitment to transparency, accountability, and long-term value creation. We encourage you to review it carefully and to join us for our 2026 Annual Meeting of Shareholders. Details regarding the meeting, including how to attend virtually, are set forth in the accompanying materials.
On behalf of the Board, thank you for your engagement, patience and continued support. We are committed to earning your confidence back through action, not words. We believe CODI has the subsidiaries, the people, and the plan to create durable value over the long term, and we are focused on realizing it.
Sincerely,
Larry L. EnterlineChair of the Board
| 02 | 2026 Proxy |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Thursday, May 21, 2026
Compass Diversified Holdings’ 2026 Annual Meeting of Shareholders (the “Annual Meeting”) will be held via live audio webcast on Thursday, May 21, 2026, at 12:00 p.m. Eastern Time. This year’s Annual Meeting will be a completely virtual meeting, which means that you will be able to participate in the meeting, vote and submit your questions during the meeting online by visitingwww.virtualshareholdermeeting.com/CODI2026. You will not be able to attend the Annual Meeting in person.
The Annual Meeting is being held for the following purposes:
| Proposal 1: | To elect seven (7) directors, as described in the Proxy Statement, each to serve for a term expiring at the 2027 Annual Meeting of Shareholders; |
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| Proposal 2: | To approve, on a non-binding and advisory basis, the resolution approving the compensation of our named executive officers as disclosed in the Proxy Statement (“Say-on-Pay Vote”); and |
| Proposal 3: | To ratify the appointment of Grant Thornton LLP to serve as the independent auditor for Compass Diversified Holdings and Compass Group Diversified Holdings LLC for the fiscal year ending December 31, 2026. |
Shareholders may also be asked to consider and act upon such other matters as may properly come before the meeting, or any adjournment(s) or postponement(s) thereof.
These matters are more fully described in the Proxy Statement. Our Board of Directors (our “Board”) recommends that you vote “FOR ALL” seven (7) of the director nominees to be elected, “FOR” the resolution approving, on a non-binding and advisory basis, the Say-on-Pay Vote, and “FOR” the ratification of Grant Thornton LLP as the independent auditor for Compass Diversified Holdings and Compass Group Diversified Holdings LLC for the fiscal year ending December 31, 2026. Our Board knows of no other matters at this time that may be properly brought before the meeting.
Shareholders of record at the close of business on March 24, 2026, are entitled to notice of and to vote at the Annual Meeting and at any subsequent adjournment(s) or postponement(s) thereof. A list of these shareholders will be available for inspection for ten (10) days preceding the Annual Meeting at our principal executive offices located at 301 Riverside Avenue, 2nd Floor, Westport, CT 06880. The Notice of Annual Meeting, Proxy Statement, proxy card, Annual Report and other Proxy Materials are first being sent on or about April 10, 2026. Please carefully read the sections in the Proxy Statement on attending via live audio webcast and voting at the Annual Meeting to ensure that you comply with these requirements.
| 03 | 2026 Proxy |
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting. We are pleased to save costs and help protect the environment by using the Notice and Access method of delivery. Instead of receiving paper copies of our Proxy Materials in the mail, many shareholders will receive a Notice of Internet Availability of Proxy Materials (“Notice”), which provides an internet website address where shareholders can access electronic copies of Proxy Materials and vote. This website also has instructions for voting by telephone and for requesting paper copies of the Proxy Materials and proxy card. The Company’s 2026 Proxy Statement and 2025 Annual Report are available online atproxyvote.com. We encourage you to access and review such materials before voting.
Your vote is important to us. Whether or not you expect to attend the Annual Meeting via webcast, we urge you to consider the Proxy Statement carefully and to promptly vote your shares. To be sure that your shares are properly represented at the meeting, whether or not you attend virtually, please submit your vote through the internet at the website shown on the proxy card or Notice, or by telephone at the number shown on the proxy card or Notice; or, if you received paper copies of your Proxy Materials by mail, by completing, dating, signing, and returning the enclosed proxy card as promptly as possible. We must receive by proxy any vote that will not be delivered during the webcast to the Annual Meetingno later than 11:59 p.m. Eastern Time on Wednesday, May 20, 2026.
By Order of the Board of Directors,
Carrie W. Ryan Chief Compliance Officer, General Counsel & Secretary
| 04 | 2026 Proxy |
Proxy Statement
Compass Diversified Holdings and Compass Group Diversified Holdings LLC (which we refer to as “we”, “us”, “our”, “CODI”, or the “Company”) is furnishing this Proxy Statement in connection with the solicitation by our Board of Directors (our “Board”) of proxies to vote at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held via webcast on Thursday, May 21, 2026, at 12:00 p.m., Eastern Time, or at any adjournment or postponement thereof.
We first sent or made available these Proxy Materials to our shareholders on or about April 10, 2026. A copy of this Proxy Statement, the proxy card and 2025 Annual Report (collectively, the “Proxy Materials”) can be found at the web address: proxyvote.com.
2026 Annual Meeting Information
Date and Time. The Annual Meeting is being hosted via live audio webcast on Thursday, May 21, 2026, at 12:00 p.m., Eastern Time. There will not be a traditional in-person meeting. The meeting will only be conducted via a webcast.
Access to the Webcast of the Annual Meeting. The webcast of the Annual Meeting will begin promptly at 12:00 p.m., Eastern Time. Online access to the webcast will open approximately 15 minutes before the start of the Annual Meeting to allow time for you to log in and test your computer system. We encourage you to access the meeting prior to the start time.
Login Instructions. As the Annual Meeting is being conducted via a webcast, there is no physical meeting location. To attend the Annual Meeting, log in and register atvirtualshareholdermeeting.com/CODI2026. As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. Upon completing your registration, you will receive further instructions that will allow you to access the Annual Meeting and to vote and submit questions during the Annual Meeting. On the day of the Annual Meeting, shareholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting. We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. Questions regarding how to attend and participate via live audio webcast may be answered by calling 844-986-8022 (U.S.) or 303-562-9302 (International) on the day of the Annual Meeting.
Submitting Questions at the Annual Meeting. Shareholders may submit questions when registering for the Annual Meeting or during the Annual Meeting once online access to the Annual Meeting is open. You will need your unique control number included on your proxy card or on the instructions that accompanied your Proxy Materials. Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time restraints.
Voting Your Shares at the Annual Meeting. You may vote your shares at the Annual Meeting even if you previously submitted your vote. For instructions on how to do so, see the section titled “Attending and Voting at the Annual Meeting” of this Proxy Statement.
| 05 | 2026 Proxy |
Voting By Proxy
If you are a shareholder of record or hold shares through a broker, bank or other nominee and are voting by proxy, your vote must be received by 11:59 p.m., Eastern Time, on May 20, 2026 to be counted at Compass Diversified Holdings’ 2026 Annual Meeting of Shareholders.
To vote by proxy:
| Internet | Telephone | |
| • Go to the website proxyvote.com and follow the instructions, 24 hours a day, seven days a week. • You will need the 16-digit control number included on your proxy card in order to vote online. | • From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week. • You will need the 16-digit control number included on your proxy card in order to vote by telephone. | • Mark your selections on your proxy card. • Date and sign your name exactly as it appears on your proxy card. • Mail the proxy card in the enclosed postage-paid envelope provided to you. |
If you have any questions or need assistance voting your shares, please contact our proxy solicitor:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others, Call Toll-Free: (855) 305-0855
Email: info@okapipartners.com
| 06 | 2026 Proxy |
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.