CWH
Camping World Holdings, INC
NYSE
DEF: Camping World Holdings Sets Date for 2025 Annual Stockholder Meeting, Outlines Key Proposals
Sentiment:
Definitive Proxy Statement
4 April 2025 4:05 PM
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.
Worse than expected
The company experienced a net loss of $(78.9) million in 2024, compared to net income in previous years.
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.
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.
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.
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.
Key Dates
- 2016-09-24: Original effective date of the 2016 Incentive Award Plan
- 2022-08-01: Effective date of amendment to Section 102(b)(7) of the General Corporation Law of the State of Delaware
- 2025-03-21: Record date for the 2025 Annual Meeting of Stockholders
- 2025-04-04: Release date of proxy statement and 2024 Annual Report to Stockholders
- 2025-05-15: Date of the 2025 Annual Meeting of Stockholders
- 2026: Next stockholder vote on the compensation of our named executive officers
- 2026-12-05: Deadline for stockholders to submit proposals for inclusion in the 2026 proxy materials
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
CWH
Camping World Holdings, INC
NYSE
Sector: TBD
Filings with Classifications
Better than expected
9 June 2025 8:00 PM
Beneficial Ownership Report
- The disclosure of a new 5.3% passive stake by a major institutional investor like Millennium Management is generally viewed as a positive signal for the company, indicating confidence from a sophisticated market participant.
Worse than expected
1 May 2025 5:04 PM
Quarterly Report
- The company reported a net loss, which is worse than breakeven or a profit.
- Active customer count decreased by 14.2% year-over-year.
- Good Sam Club membership decreased by 13.2% year-over-year.
Better than expected
29 April 2025 4:10 PM
Earnings Release
- The company's Adjusted EBITDA increased nearly 4x year-over-year.
- The company's net loss improved by 51.4% year-over-year.
Worse than expected
4 April 2025 4:05 PM
Definitive Proxy Statement
- The company experienced a net loss of $(78.9) million in 2024, compared to net income in previous years.
- 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.
Worse than expected
28 February 2025 9:06 PM
Annual Results
- Revenue decreased from $6.23 billion to $6.10 billion.
- Net income decreased from $52.9 million to a net loss of $(78.9) million.
- Adjusted EBITDA decreased from $286.2 million to $178.8 million.
Better than expected
25 February 2025 4:10 PM
Earnings Release
- The company's Q4 results show improvements in revenue, gross profit, and adjusted EBITDA compared to the previous year, indicating a positive trend.
Worse than expected
13 February 2025 2:00 AM
Beneficial Ownership Amendment
- The document states that the previously disclosed belief that CWGS Holding, LLC and ML Acquisition Company, LLC would be dissolved by December 31, 2024, did not materialize. This non-occurrence of an expected event, particularly one that could simplify corporate structure, is a negative deviation from prior expectations.
Delay expected
13 February 2025 2:00 AM
Beneficial Ownership Amendment
- The dissolution of CWGS Holding, LLC and ML Acquisition Company, LLC, which was previously expected to occur by December 31, 2024, has been delayed indefinitely, as the Reporting Persons do not know when it may occur in the future.
Better than expected
14 January 2025 4:31 PM
Investor Presentation
- Camping World's new unit sales growth of 22% significantly outperformed the industry's decline of 13%.
Capital raise
1 November 2024 4:15 PM
Capital Raise Announcement
- The company is issuing 14,634,146 shares of Class A common stock at $20.50 per share.
- Underwriters have an option to purchase an additional 2,195,121 shares.
- The company expects to receive approximately $288.8 million in net proceeds from the offering.
Worse than expected
29 October 2024 4:05 PM
Quarterly Report
- The company's net income attributable to Camping World Holdings, Inc. decreased significantly year-over-year.
- The company's gross profit decreased by 4.7% year-over-year.
- The company's same store revenue decreased by 2.7%.
Worse than expected
28 October 2024 4:10 PM
Quarterly Report
- Net income decreased by 73.9% year-over-year, indicating a significant decline in profitability.
- Adjusted EBITDA decreased by 28.9% year-over-year, reflecting a substantial drop in operational performance.
- Diluted earnings per share decreased by 71.9% year-over-year, showing a sharp decline in earnings per share.
- Used vehicle revenue decreased by 24.2% year-over-year, indicating a significant drop in sales in this segment.
Worse than expected
13 September 2024 7:09 PM
SEC Form 4 Filing
- The CEO selling a significant amount of shares is worse than expected.
Capital raise
30 August 2024 4:06 PM
Credit Agreement Amendment
- The company has increased its borrowing capacity by $50 million.
- There is an option to request an additional $100 million in borrowing capacity.
Worse than expected
1 August 2024 4:05 PM
Quarterly Report
- The company's net income attributable to Camping World Holdings decreased significantly by 66.0% year-over-year.
- The company's same-store revenue decreased by 10.8%, indicating a decline in sales performance at established locations.
- The company's used vehicle revenue decreased by 22.8%, reflecting a significant downturn in that segment.
Worse than expected
31 July 2024 4:10 PM
Quarterly Report
- Net income decreased by 63.8% year-over-year.
- Adjusted EBITDA decreased by 24.2% year-over-year.
- Used vehicle revenue decreased by 22.8% year-over-year.
- The company experienced a decline in average selling prices for both new and used vehicles.
Worse than expected
3 May 2024 4:12 PM
Quarterly Report
- The company's net loss of $22.3 million is a significant decrease from the net income of $3.2 million in the same period last year.
- The company's total revenue decreased by 8.3% year-over-year, indicating a decline in sales.
- The company's used vehicle sales and gross profit experienced a substantial decline, impacting overall profitability.
- The company's active customer base decreased by 8.8% year-over-year, indicating a loss of market share.
Worse than expected
1 May 2024 4:10 PM
Quarterly Report
- The company reported a net loss of $50.8 million, a significant downturn from the previous year's net income of $4.9 million.
- Adjusted EBITDA decreased substantially by 86.5% to $8.2 million.
- Gross profit and gross margin decreased, impacting overall profitability.
Worse than expected
21 February 2024 4:12 PM
Annual Results
- The company's full-year revenue, net income, and adjusted EBITDA were all significantly lower than the previous year.
- The company experienced a net loss for the fourth quarter.
- The company reduced its annualized cash dividend by $1.00 per share.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.