Compass Diversified Holdings — Proxy Solicitation & Information Statement 2021

Jun 24, 2021

DEF 14A 1 codi-def14a_080321.htm DEFINITIVE PROXY STATEMENT codi-def14a_080321 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1623884306456-4095]

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united states securities and exchange commission Washington, D.C. 20549

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schedule 14a

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PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Filed by the registrant ☒ Filed by a party other than the registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

☒ Definitive proxy statement

☐ Definitive additional materials

☐ Soliciting material pursuant to § 240.14a-11(c) of § 240.14a-12

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COMPASS DIVERSIFIED HOLDINGS

(Exact name of registrant as specified in its charter)

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COMPASS GROUP DIVERSIFIED HOLDINGS LLC

(Exact name of registrant as specified in its charter)

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N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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| | VOTE BY INTERNET | | --- | --- | | | Before The Meeting - Go to www.proxyvote.com | | COMPASS DIVERSIFIED HOLDINGS 301 RIVERSIDE AVENUE, 2ND FLOOR WESTPORT, CT 06880 | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | | | During The Meeting - Go to www.virtualshareholdermeeting.com/CODI2021SM You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D54668-S24485
DETACH
AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

| COMPASS DIVERSIFIED HOLDINGS — THE

BOARD RECOMMENDS A VOTE "FOR" EACH OF THE BELOW PROPOSALS.		For	Against	Abstain
1.	To
approve amendments to the Second Amended and Restated Trust Agreement, as amended to date (the "Trust Agreement"), of Compass
Diversified Holdings (the "Trust") to authorize Compass Group Diversified Holdings LLC (the "Company"), acting
through its board of directors, to cause the Trust to elect to be treated as a corporation for U.S. federal income tax purposes,
without further approval of the shareholders, including amendments to Sections 1.1(a)(i), 2.4(b), 2.8, 2.11, 3.1, 3.3 and 9.2, the
deletion of Section 3.4 and Exhibit B and the related new or revised definitions "Check-the-Box Election" and "Preferred
Shares" in the recitals and Section 1.1(b) of the Trust Agreement.	☐	☐	☐
2.	To
approve amendments to the Trust Agreement to authorize the Company, acting through its board of directors, to, at its election in
the future, cause the Trust to be converted to a corporation, without further approval of the shareholders, including amendments
to Sections 7.1 and 10.2 of the Trust Agreement.	☐	☐	☐
3.	To
approve amendments to the Fifth Amended and Restated Operating Agreement, as amended to date (the "LLC Agreement"), of
the Company to authorize the board of directors of the Company to, if the Trust is converted into a corporation, amend the LLC Agreement
as the board determines is necessary or appropriate to reflect such conversion, without further approval of the members of the Company
(other than in certain circumstances, the allocation member of the Company), including amendments to Article 12 of the LLC Agreement.	☐	☐	☐
4.	To
adjourn the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there
are not sufficient votes at the time of the Special Meeting in favor of Proposal 1, Proposal 2 or Proposal 3.	☐	☐	☐
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Sign
exactly as imprinted (do not print). If shares are held jointly, EACH holder should sign. Executors, administrators, trustees,
guardians and others signing in a representative capacity should indicate the capacity in which they sign. An authorized officer
signing on behalf of a corporation should indicate the name of the corporation and the officer's title.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on Tuesday, August 3, 2021:

The Notice and Proxy Statement is available at www.proxyvote.com.

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D54669-S24485

Proxy COMPASS DIVERSIFIED HOLDINGS Special Meeting of Shareholders on Tuesday, August 3, 2021 at 11:00 a.m. This proxy is solicited by the Board of Directors The undersigned hereby appoints Elias J. Sabo and Ryan J. Faulkingham, and each of them, attorneys and proxies with full power of substitution, to represent and to vote on behalf of the undersigned all of the Trust common shares of Compass Diversified Holdings that the undersigned is entitled in any capacity to vote if personally present at the Special Meeting of Shareholders to be held virtually on August 3, 2021 at 11:00 a.m. Eastern Time, and at any adjournment(s) or postponement(s) thereof, in accordance with the instructions set forth on the reverse and with the same effect as though the undersigned were present in person and voting such shares. The proxies are authorized, in their discretion, to vote upon such other business as may properly come before the meeting. THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, FOR PROPOSALS 1, 2, 3 AND 4, AND AS SAID PROXIES DEEM ADVISABLE SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF. PLEASE RETURN THIS PROXY CARD AFTER VOTING, SIGNING AND DATING IT OR VOTE BY INTERNET OR TELEPHONE. Continued and to be signed on reverse side