Clarus Corp Files 8-K for Material Agreement and Fiscal Year Change

TL;DR

Clarus Corp just filed an 8-K for a material agreement and fiscal year change. Big corporate moves happening.

AI Summary

Clarus Corporation entered into a material definitive agreement on September 4, 2024, related to amendments to its articles of incorporation or bylaws, and a change in its fiscal year. The company, formerly known as Black Diamond, Inc., is incorporated in Delaware and has its principal executive offices in Salt Lake City, UT.

Why It Matters

This filing indicates significant corporate structural changes for Clarus Corp, potentially impacting its financial reporting and governance.

Risk Assessment

Risk Level: medium — Material definitive agreements and changes to corporate structure can introduce uncertainty and affect future performance.

Key Players & Entities

• Clarus Corporation (company) — Registrant
• September 4, 2024 (date) — Date of earliest event reported
• Black Diamond, Inc. (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• Salt Lake City, UT (location) — Business address

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share, by such person. The foregoi

Filing Documents

• tm2423462d1_8k.htm (8-K) — 33KB
• tm2423462d1_ex3-1.htm (EX-3.1) — 146KB
• tm2423462d1_ex4-1.htm (EX-4.1) — 33KB
• 0001104659-24-097736.txt ( ) — 430KB
• clar-20240904.xsd (EX-101.SCH) — 3KB
• clar-20240904_lab.xml (EX-101.LAB) — 33KB
• clar-20240904_pre.xml (EX-101.PRE) — 22KB
• tm2423462d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 5, 2024, the Company entered into Amendment No. 1 to Rights Agreement (the "Amendment") with Equiniti Trust Company, LLC (f/k/a American Stock Transfer and Trust Company), as rights agent (the "Rights Agent"). The Amendment amends the Rights Agreement (the "Rights Agreement"), dated as of February 12, 2008, by and between the Company and the Rights Agent, to, among other things: (i) clarify the definitions of "Acquiring Person", "Beneficial Owner", "Beneficially Own", "Beneficial Ownership" and "Exempt Person", in Section 1 of the Rights Agreement; (ii) revise Section 33 of the Rights Agreement, entitled "Determination and Actions by the Board"; and (iii) add a new Section 35 of the Rights Agreement, entitled "Process to Seek Exemption", setting forth express provisions by which a person may seek an exemption from the Rights Agreement with respect to a potential acquisition of shares of the Company's common stock, par value $0.0001 per share, by such person. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. See the description set forth in Item 1.01 of this Current Report on Form 8-K which is incorporated herein by reference.

03 Amendments to the Articles of Incorporation or Bylaws;

Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 4, 2024, the board of directors of Clarus Corporation (the "Company") approved and adopted the Second Amended and Restated Bylaws of the Company (the "Second Amended and Restated Bylaws"), which became effective immediately upon such approval and adoption. The Second Amended and Restated Bylaws supersede and replace the Company's amended and restated bylaws in effect immediately prior to the adoption of the Second Amended and Restated Bylaws. The Second Amended and Restated Bylaws update and revise the advance notice provisions for the nomination of directors or the proposal of other business at stockholder meetings, including, among other things, by (i) adjusting the submittal window for notices of proposals or nominations to be no earlier than 120 days and no later than 90 days prior to the first anniversary of the prior year's annual meeting; (ii) clarifying and enhancing the other procedural and information requirements for stockholders when submitting a proposal or nomination, including the scope of specified information and disclosures with respect to proposing stockholders, proposed nominees, and certain other related persons; and (iii) requiring the completion of a customary questionnaire by a nominee with respect to such nominee's background. Also, the Second Amended and Restated Bylaws: (i) no longer includes the ability of stockholders to call special meetings by majority vote; (ii) provides for a stockholder list being available for inspection at the Company's offices for a 10-day period ending on the day prior to the annual or special meeting in question, but, in accordance with changes to the Delaware General Corporation Law ("DGCL"), does not require the stockholder list to be made available during such actual meeting; (iii) provides that the creation of committees of the board of directors will be governed by Section 141(c)(2) of the DGCL; (iv) no

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Description 3.1 Second Amended and Restated Bylaws of Clarus Corporation, effective as of September 4, 2024. 4.1 Amendment No. 1 to Rights Agreement, dated as of September 5, 2024, by and between Clarus Corporation and Equiniti Trust Company, LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: September 6, 2024 CLARUS CORPORATION By: /s/ Michael J. Yates Name: Michael J. Yates Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR