AOUTV American Outdoor Brands Inc

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 24, 2021, our Board of Directors, or the Board, approved the adoption of our Second Amended and Restated Bylaws, or the Amended Bylaws, effective as of September 25, 2021, which amend and restate our Amended and Restated Bylaws, or the Original Bylaws, to phase out of the classification of our Board over a three-year period.

Pursuant to the Amended Bylaws, until the 2024 annual meeting of stockholders, our Board will be divided into three classes, as nearly equal in number as possible (subject to variances resulting from the phasing out of the classification of the Board), designated as Class I, Class II, and Class III. The members of the Board serving, as of the effectiveness of the Amended Bylaws, as (a) Class I directors, shall serve until the 2024 annual meeting of stockholders, (b) Class II directors, shall serve until the 2022 annual meeting of stockholders, and (c) Class III directors, shall serve until the 2023 annual meeting of stockholders. Commencing with our 2022 annual meeting of stockholders, directors of each class the term of which then expires will be elected to hold office for a one-year term, and any additional director elected due to an increase in the number of directors, will not be assigned to a class and will hold office until the election and qualification of such director’s successor at the next annual meeting of stockholders. From and after the 2024 annual meeting of stockholders, there will be no classification of the members of the Board, and each director will serve until the election and qualification of such director’s successor at the next annual meeting of stockholders.

The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached as Exhibit 3.2(a) to this Current Report on Form 8-K, and is incorporated in this Item 5.03 by reference.