American Outdoor Brands, Inc.
For the period ended Sep 28, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
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.
Sep 28, 2026 · Filed Aug 14, 2026
Contents
Appendix A – Adjusted EBITDA
We use GAAP net income as our primary financial measure. We use Adjusted EBITDA, which is a non-GAAP financial metric, as a supplemental measure of our performance in order to provide investors with an improved understanding of underlying performance trends, and it should be considered in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Adjusted EBITDA is defined as GAAP net income/(loss) before interest, taxes, depreciation, amortization, and stock compensation expense. Our Adjusted EBITDA calculation also excludes certain items we consider non-routine. We believe that Adjusted EBITDA is useful to understanding our operating results and the ongoing performance of our underlying business, as Adjusted EBITDA provides information on our ability to meet our capital expenditure and working capital requirements, and is also an indicator of profitability. We believe this reporting provides additional transparency and comparability to our operating results. We believe that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. We use Adjusted EBITDA to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, and to neutralize our capitalization structure to compare our performance against that of other peer companies using similar measures, especially companies that are private. We also use Adjusted EBITDA to supplement GAAP measures of performance to evaluate our performance in connection with compensation decisions. We believe it is useful to investors and analysts to evaluate this non-GAAP measure on the same basis as we use to evaluate our operating results.
Adjusted EBITDA is a non-GAAP measure and may not be comparable to similar measures reported by other companies. In addition, non-GAAP measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. We address the limitations of non-GAAP measures through the use of various GAAP measures. In the future, we may incur expenses or charges such as those added back to calculate Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items.
The following table sets forth our calculation of non-GAAP Adjusted EBITDA for the fiscal years ended April 30, 2026 and 2025 (dollars in thousands):
RECONCILIATION OF GAAP NET LOSS TO NON-GAAP ADJUSTED EBITDA
(in thousands)
(Unaudited)
| FOR THE YEARS ENDED | ||
|---|---|---|
| APRIL 30,2026 | APRIL 30,2025 | |
| GAAP net loss | ($9,208) | ($77) |
| Interest expense/(income) | 276 | (60) |
| Income tax expense | 45 | 123 |
| Depreciation and amortization | 12,322 | 13,179 |
| Stock compensation | 3,071 | 3,500 |
| Impairment of assets held for sale | 3,433 | — |
| Technology implementation | 41 | — |
| Non-recurring inventory reserve adjustment | — | 444 |
| Emerging growth status transition costs | — | 458 |
| Contract exit costs | 62 | — |
| Other | 151 | 100 |
| Non-GAAP Adjusted EBITDA | $10,193 | $17,667 |
50
Logo AMERICAN OUTDOOR BRANDS, INC. 1800 NORTH ROUTE Z COLUMBIA, MO 65202 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 27, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/AOUT2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 27, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: T02448-P55947 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY AMERICAN OUTDOOR BRANDS, INC. The Board of Directors recommends you vote FOR the following: 1. PROPOSAL 1: ELECTION OF DIRECTORS: To elect as directors each of the nominees listed below to serve until their successors are elected and qualified at the 2027 Annual Meeting of Stockholders, subject to their earlier death, resignation, disqualification, or removal. Nominees: For Against Abstain 1a. Barry M. Monheit 1b. Bradley T. Favreau 1c. Mary E. Gallagher 1d. Gregory J. Gluchowski 1e. Kevin D. Leary 1f. Luis G. Marconi 1g. Brian D. Murphy The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 2. PROPOSAL 2: To ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as the independent registered public accountant of the Company for the fiscal year ending April 30, 2027. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 3. PROPOSAL 3: To approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for fiscal year 2026, as disclosed in the proxy statement (a "say-on-pay" vote). The Board of Directors recommends you vote for the option of 1 YEAR on the following proposal: 1 Year 2 Years 3 Years Abstain 4. PROPOSAL 4: To approve, on a non-binding advisory basis, the frequency of future say-on-pay votes (a "say-on-frequency" vote). NOTE: Such other business as may properly come before the meeting or any adjournment thereof. The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no directions are made, this proxy will be voted FOR each director, FOR proposal 2, FOR proposal 3, and for the option of "1 Year" for proposal 4. If any other matters properly come before the meeting, the persons named in this proxy will vote in their discretion. Please email address changes or comments to: investorrelations@aob.com. NOTE: Please sign exactly as your name(s) appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee, or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Virtual Annual Meeting Site: www.virtualshareholdermeeting.com/AOUT2026 Accessing the Virtual Annual Meeting: To attend the virtual Annual Meeting online, you will need the 16-digit control number included on your proxy card or in the instructions provided by your bank, broker or other financial intermediary, if you hold the shares in "street name." Stockholder Inquiries: If you are a stockholder of record, send inquiries concerning transfer of shares, lost certificates or address changes to the Company's Transfer Agent: US Shareowner Services Equiniti 1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120 (919) 744-2722 Investor Relations: Inquiries from stockholders, securities analysts and others in the professional investment community should be directed to Elizabeth Sharp, VP Investor Relations at lsharp@aob.com. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. T02449-P55947 AMERICAN OUTDOOR BRANDS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 2026 ANNUAL MEETING OF STOCKHOLDERS SEPTEMBER 28, 2026 The undersigned stockholder of AMERICAN OUTDOOR BRANDS, INC., a Delaware corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement of the Company, each dated August 14, 2026, and hereby constitutes and appoints Brian D. Murphy and H. Andrew Fulmer, and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned with all powers that the undersigned would have if personally present, at the 2026 Annual Meeting of Stockholders of the Company, to be held on Monday, September 28, 2026, at 12:00 PM Eastern Time, online at www.virtualshareholdermeeting.com/AOUT2026 and at any adjournment or postponement thereof (the "Annual Meeting"), and to vote all shares of the Company's Common Stock that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side. The undersigned acknowledges receipt of the Notice of the Annual Meeting and Proxy Statement. The proxy holder is authorized to act, in accordance with his or her discretion, upon all matters incident to the conduct of the meeting and upon other matters that come before the 2026 Annual Meeting, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended. This Proxy will be voted as directed or, if no contrary direction is indicated, will be voted FOR the election of the nominee directors; FOR the ratification of the appointment of Grant Thornton LLP as the independent registered public accountant of the Company for the fiscal year ending April 30, 2027; FOR the approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for fiscal year 2026, as disclosed in the proxy statement (a "say-on-pay" vote); for the option of "1 Year" on the approval, on a non-binding advisory basis, of the frequency of future say-on-pay votes (a "say-on-frequency" vote); and as said proxies deem advisable on such other matters as may come before the meeting. A majority of such proxies or substitutes as shall be present and shall act at the meeting or any adjournment or postponement thereof (or if only one shall be present and act, then that one) shall have and may exercise all of the powers of said proxies hereunder. The undersigned hereby revokes any and all proxies heretofore given by the undersigned to vote at said meeting. Your Internet or Telephone vote authorizes the named proxies to vote these shares in the same manner as if you marked, signed, and returned your proxy card. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEE DIRECTORS; FOR THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT OF THE COMPANY FOR THE FISCAL YEAR ENDING APRIL 30, 2027; FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2026, AS DISCLOSED IN THE PROXY STATEMENT, (A ''SAY-ON-PAY'' VOTE); AND, FOR THE OPTION OF "1 YEAR" ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES (A ''SAY-ON-FREQUENCY'' VOTE). PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. CONTINUED AND TO BE SIGNED ON REVERSE SIDE.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.