UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 10, 2022, the Compensation Committee of the Board of Directors of Camping World Holdings, Inc. (the “Company”) approved changes to the compensation of certain executive officers.
The Compensation Committee approved, effective June 1, 2022, an increase to the base salary of Karin Bell, the Company’s Chief Financial Officer, from $350,000 to $400,000 and an increase in Ms. Bell’s annual bonus target from 150% of base salary to 200% of base salary.
The Compensation Committee also approved, effective June 1, 2022, an increase in the incentive compensation percentage for Matthew Wagner, the Company’s Executive Vice President, to 0.15% of the Company’s consolidated EBITDA for the applicable calendar year from 0.10% of the EBITDA of CWGS Enterprises, LLC (as determined by the Company’s Chief Financial Officer), payable in monthly draws based on estimated consolidated EBITDA for the applicable calendar year, subject to adjustment based on actual EBITDA performance. In addition, the Compensation Committee increased Mr. Wagner’s target annual bonus from 30% of base salary to a maximum of $500,000 based on performance achievement against specified performance objectives. In addition, if Mr. Wagner’s employment is terminated for any reason, Mr. Wagner will be entitled to receive (i) Mr. Wagner’s target annual bonus for the year in which termination occurs, prorated based on the number of days Mr. Wagner was employed during such year, and (ii) any incentive compensation for the calendar year in which Mr. Wagner’s employment is terminated (equal to the product of the consolidated EBITDA for the 12 month period ending on the last day of the calendar month immediately preceding the date of termination and Mr. Wagner’s incentive compensation percentage), prorated based on the number of days Mr. Wagner was employed during such year.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 13, 2022, the Company held its Annual Meeting of Stockholders. Total votes eligible to be cast at the meeting as of the March 18, 2022 record date were 102,185,808, of which 91,101,755 votes were cast in person or by proxy at the meeting, consisting of approximately 89.15% of the total votes eligible to be cast. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2022.
Proposal 1 — Election of three Class III directors to serve until the annual meeting of stockholders in 2025 and until their respective successors shall have been duly elected and qualified.
| NOMINEE | Votes FOR | Votes WITHHELD |
Broker Non- Votes |
|||
| Brian P. Cassidy | 76,860,715 | 4,995,416 | 9,245,624 | |||
| Marcus A. Lemonis | 78,198,053 | 3,658,078 | 9,245,624 | |||
| Michael W. Malone | 76,902,020 | 4,954,111 | 9,245,624 |
Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
| Votes FOR | Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 90,911,604 | 129,105 | 61,046 | 0 |
Proposal 3 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 75,740,644 | 5,707,724 | 407,763 | 9,245,624 |
Based on the foregoing votes, Brian P. Cassidy, Marcus A. Lemonis, and Michael W. Malone were elected as Class III directors, and Proposals 2 and 3 were approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAMPING WORLD HOLDINGS, INC. |
| By: |
/s/ Karin L. Bell | |
| Name: | Karin L. Bell | |
| Title: | Chief Financial Officer |
Date: May 16, 2022