Johnson Outdoors (JOUT) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on February 26, 2026, with shareholders able to vote and submit questions online.

• Key proposals include electing nine directors, ratifying the external auditor, approving executive compensation, and amending two equity plans to increase available shares.

• The board recommends voting in favor of all proposals, including amendments to the 2020 Long-Term Stock Incentive Plan and the 2023 Non-Employee Director Stock Ownership Plan.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying RSM US LLP as auditor, a non-binding say-on-pay proposal, and amendments to increase shares in two equity plans.

• Class A and Class B shareholders vote separately for directors; all other proposals are voted on jointly, with Class B shares having ten votes per share.

• Shareholder proposals for the 2027 meeting must be submitted by September 10, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Eight of nine director nominees are independent; all directors are elected annually.

• The board has Executive, Audit, Compensation, and Nominating & Corporate Governance Committees, with regular evaluations and risk oversight.

• The company is a controlled company under NASDAQ rules but maintains a majority of independent directors and independent committees.

• The board’s leadership structure combines the roles of CEO and Chairman, with a Lead Independent Director coordinating independent director activities.

• Stock ownership guidelines for executives and directors are in place to align interests with shareholders.