Compass Diversified (CODI)
NYSE: CODI · Real-Time Price · USD
11.10
-0.21 (-1.86%)
Sep 15, 2026, 4:00 PM EDT - Market closed
← View all transcripts

AGM 2026

May 21, 2026

Summary

The meeting was held virtually, with all seven directors re-elected and key proposals—executive compensation and auditor ratification—approved by large majorities. No shareholder proposals were presented, and final results will be filed with the SEC.

Larry Enterline
Chair of the Board of Directors, Compass Diversified

Good morning, ladies and gentlemen. It is a pleasure to welcome you to the 2026 annual meeting of shareholders of Compass Diversified Holdings. I am Larry Enterline, Chair of the company's Board of Directors. The meeting will now come to order. Again, this year, we have made the decision to conduct our annual shareholder meeting completely virtually via live audio webcast. This webcast incorporates shareholder validation capabilities, which means that any shareholder that entered the meeting using their provided 16-digit control number can vote in real time during the meeting until the polls are closed and may also submit questions while the meeting is in progress. If you did not enter this meeting using your provided 16-digit control number, you will be unable to vote your shares or submit questions during the meeting. I now declare the polls open for voting.

If you have already voted your proxy, please do not vote again unless you would like to change your vote. If you want to vote now, click on the Vote Here button at the bottom right corner of your screen. The polls will remain open until the conclusion of the presentation of proposals. After the meeting has adjourned, the company's management team and I will answer questions submitted on the website in the field provided for shareholders. We may not have enough time to answer all questions submitted by shareholders during the meeting. If you would like a direct response after this meeting, please provide your contact information along with your question. We ask that you restrict any questions to the subject matter of this meeting. I would like to take this opportunity to introduce my fellow directors who are in attendance at this meeting.

Elias Sabo, who also serves as the company's Chief Executive Officer, Harold Edwards, Eugene Kim, Heidi Locke Simon, Nancy Mahon, Glenn Richter, and Teri Shaffer. I would also like to introduce the Officers of the company and other members of the management team who are present. Stephen Keller, our Chief Financial Officer and an Executive Vice President, Carrie Ryan, our Chief Compliance Officer, General Counsel, and Corporate Secretary, and Zach Sawtelle, our Chief Operating Officer and a Partner of Compass Group Management LLC, our manager. Also present today are representatives of Grant Thornton LLP, our independent auditors. They will be available during the question and answer session after the formal portion of the meeting to answer any appropriate questions. [Gary Wozniak], a representative of Broadridge, has been appointed by the company to serve as the Inspector of Election for this meeting.

The notice of meeting, together with the 2026 proxy statement, were sent to all persons who were holders of record of trust common shares at the close of business on March 24th, 2026, and such shareholders of record are entitled to vote at this meeting. I've been informed by the Inspector of Election that a majority of the outstanding shares of the company are present in person or represented by proxy at the meeting. Therefore, we have a quorum, and the meeting is duly convened. No shareholder nominations or proposals were properly filed with the company's secretary in advance of this meeting, so the business of this meeting is limited to the proposals described in the company's 2026 proxy statement. I will now present the proposals described in the proxy statement. Proposal Number 1, Election of Directors.

Seven directors have been nominated for election to the company's board of directors, each to serve for a one-year term ending at the company's 2027 annual shareholders meeting. The directors nominated for election are Larry Enterline, Harold Edwards, Eugene Kim, Heidi Locke Simon, Nancy Mahon, Glenn Richter, and Teri Shaffer . All nominees currently serve as directors. Our board recommends that you vote for all director nominees listed in our 2026 proxy statement. Proposal Number 2, non-binding advisory vote approving the compensation of our named executive officers, which is sometimes referred to as Say- on-P ay vote. Our board recommends that you vote on a non-binding advisory basis for the resolution approving the compensation of our named executive officers as disclosed in our 2026 proxy statement.

Proposal Number 3, ratification of the appointment of Grant Thornton LLP to serve as the independent auditor for each of the company and the trust for the fiscal year ending December 31st, 2026, as recommended by our audit committee. Our board recommends that you vote for the ratification of the appointment of Grant Thornton LLP to serve as independent auditor for the fiscal year ending December 31st, 2026. Each of the proposals was listed in the notice of meeting, I will not ask for a motion or a second to approve any of these proposals. All proposals have now been presented and all shareholders have been given an opportunity to vote, I now declare the polls closed and ask the inspector to tabulate the preliminary results of the voting.

We will pause briefly while the inspector tabulates the preliminary results. Inspector, could you please report the preliminary results of the voting?

Gary Wozniak
Inspector of Election, Broadridge

Mr. Chairman, I have received the preliminary tabulation report, and based on that report, I declare as follows: Mr. Enterline received 83.4% of the shares of the company voted for election as a director. Mr. Edwards received 89.7% of the shares of the company voted for election as a director. Mr. Kim received 83.8% of the shares of the company voted for election as a director. Ms. Locke Simon received 87.6% of the shares of the company voted for election as director. Ms. Mahon received 82.4% of the shares of the company voted for election as director. Mr. Richter received 83.9% of the shares of the company voted for election as a director, and Ms. Shaffer received 80% of the shares of the company voted for election as a director. No other candidates for election as a director received any votes.

At least 87.9% of the shares of the company voted in favor of Proposal Number 2, the resolution approving the compensation of the company's named executive officers. At least 95.9% of the shares of the company voted in favor of Proposal Number 3, the ratification of the appointment of Grant Thornton LLP to serve as the independent auditor for each of the company and the trust for the fiscal year ending December 31, 2026.

Larry Enterline
Chair of the Board of Directors, Compass Diversified

I am pleased to announce that all seven nominees have been elected as directors, each to serve a one-year term ending as of our 2027 Annual Meeting of Shareholders. The number of votes in favor of approval of Proposal Number 2 represents more than a majority of the shares of the company represented by proxy. Accordingly, I am pleased to announce that Proposal Number 2, the resolution approving the compensation paid to our named executive officers, which we refer to as the Say- on-P ay vote, has been approved by our shareholders on a non-binding and advisory basis. The number of votes in favor of approval of Proposal Number 3 represents more than a majority of the shares of the company represented by proxy.

Accordingly, I'm pleased to announce that the ratification of the appointment of Grant Thornton LLP as the independent auditor for the company and the trust for the fiscal year ending December 31st, 2026, has been approved. The final voting results of today's meeting will be reported on a Form 8-K, which will be filed with the SEC within four business days of this meeting and will also be available on our website, www.compassdiversified.com. This concludes the formal matters to be acted upon at this annual meeting. Are there any questions or comments concerning the formal part of the meeting? Since there is no further business to come before this meeting, it would be in order to adjourn the meeting. Is there a motion?

Speaker 4

I move that we adjourn the meeting.

Larry Enterline
Chair of the Board of Directors, Compass Diversified

Is there a second to this motion?

Speaker 5

I second the motion.

Larry Enterline
Chair of the Board of Directors, Compass Diversified

It has been moved and seconded that the meeting adjourn. All in favor say aye.

Aye. All opposed, nay. The motion is carried. The meeting is hereby adjourned. Thank you for attending the Compass Diversified 2026 Annual Meeting of Shareholders.

Operator

This concludes today's meeting. You may now disconnect.