DEF: Camping World Holdings Sets Date for 2025 Annual Stockholder Meeting, Outlines Key Proposals

Camping World Holdings has scheduled its annual stockholder meeting for May 15, 2025, featuring proposals ranging from director elections to officer exculpation and incentive plan amendments.

Summary

• Camping World Holdings, Inc. will hold its 2025 Annual Meeting of Stockholders on May 15, 2025, as a virtual meeting.
• Stockholders of record as of March 21, 2025, are entitled to vote on several proposals.
• Key proposals include the election of Brian P. Cassidy, Marcus A. Lemonis, and Michael W. Malone as Class III Directors, ratification of Deloitte & Touche LLP as the independent accounting firm, and an advisory vote on executive compensation.
• Additionally, stockholders will vote on an amendment to the Certificate of Incorporation for officer exculpation and approval of the amendment and restatement of the Company's 2016 Incentive Award Plan.
• The board recommends voting for all director nominees, ratifying the auditor, approving executive compensation, approving the officer exculpation amendment, and approving the incentive award plan amendment.
• The proxy statement and annual report are available online, and stockholders can vote by phone, internet, or mail.
• Marcus A. Lemonis, through ML Acquisition Company and ML RV Group, holds significant voting power, with ML Acquisition controlling 47% and ML RV Group controlling 5% of the total votes.
• Crestview Partners II GP, L.P. also holds a significant portion of the voting power.
• The company's financial performance in 2024 saw total revenue of $6.1 billion, a net loss of $(78.9) million, and Adjusted EBITDA of $178.8 million.
• Executive compensation includes base salaries, cash incentives, stock-based compensation, and other benefits.
• The company has a clawback policy for executive compensation and stock ownership guidelines for executives and directors.
• The board has adopted an insider trading compliance policy and a code of business conduct and ethics.
• The company's CEO pay ratio is approximately 0.26:1, with the CEO's total compensation at $13,414 and the median employee's compensation at $52,480.

Sentiment

Score: 5

Explanation: The document presents a mix of positive and negative aspects. While corporate governance enhancements and equity plan amendments are positive, the financial results indicate a downturn in profitability. The sentiment is neutral, reflecting a balanced view of the company's current situation.

Positives

• The board is taking steps to attract and retain top officer candidates by proposing officer exculpation.
• The company is streamlining performance-based compensation provisions in the 2016 Incentive Award Plan.
• The company has a clawback policy in place for executive compensation.
• The company has stock ownership guidelines for executives and directors to align their interests with those of stockholders.
• The company is using a virtual meeting format to allow greater stockholder participation.

Negatives

• The company experienced a net loss of $(78.9) million in 2024.
• Adjusted EBITDA decreased by 37.5% from 2023 to 2024.
• The company had a shortfall from the budgeted Adjusted EBITDA goal of $371.4 million with final consolidated Adjusted EBITDA performance of $178.8 million.

Risks

• The division of the board into three classes with staggered three-year terms may delay or prevent a change of management or a change in control of the company.
• The company is considered a controlled company for the purposes of the NYSE listing requirements, which means that stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.
• The company's future success depends on its ability to maintain a competitive position in attracting, retaining and motivating key personnel and advisors.
• The company's financial performance in 2024 saw a net loss of $(78.9) million and Adjusted EBITDA of $178.8 million.

Future Outlook

The company believes that the shares remaining available for issuance under the Amended 2016 Plan, if approved by stockholders, would permit the Company to pursue its equity compensation strategy for approximately four (4) years.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors beyond the peer group used for compensation benchmarking.

Comparison to Industry Standards

• The document mentions a peer group of publicly traded companies used for compensation benchmarking, including Advance Auto Parts Inc., Autozone Inc., Polaris Inc., and Thor Industries Inc.
• The peer group consists of companies with retail sales of vehicles, recreational equipment, and related items, with revenues between 0.5x to 2x of Camping World's revenue.
• The document does not provide a detailed assessment of Camping World's results in the context of global benchmarks beyond the peer group.

Management Changes

Corporate Governance

Related Party Transactions

• The company has a Tax Receivable Agreement with the Continuing Equity Owners and Crestview Partners II GP, L.P.
• The company has a CWGS LLC Agreement with the Continuing Equity Owners.
• The company has a Voting Agreement with ML Acquisition, ML RV Group, CVRV Acquisition II LLC, CVRV Acquisition LLC and Crestview.
• The company has a Registration Rights Agreement with the Original Equity Owners.
• The company has an indemnification agreement with certain of its executive officers and directors.

Stakeholder Impact

• Shareholders: The proposals aim to enhance long-term shareholder value through improved corporate governance and executive compensation alignment.
• Employees: The incentive award plan amendment seeks to attract, retain, and motivate key personnel.
• Executives: The officer exculpation amendment aims to protect officers from certain liabilities, potentially improving their risk-taking and decision-making.
• Customers: No direct impact on customers is mentioned in the document.
• Suppliers: No direct impact on suppliers is mentioned in the document.
• Creditors: No direct impact on creditors is mentioned in the document.

Next Steps

• Stockholders to vote on the proposals at the Annual Meeting on May 15, 2025.
• The company will announce preliminary voting results at the Annual Meeting and report the final results in a Current Report on Form 8-K.

Key Dates

Keywords

Annual Meeting, Stockholders, Proxy Statement, Board of Directors, Executive Compensation, Director Election, Incentive Award Plan, Officer Exculpation, Deloitte & Touche, Voting Agreement, Adjusted EBITDA, Camping World