Item 5.07 Submission of Matters to a Vote of Security Holders

On May 26, 2021, Compass Diversified Holdings (the "Trust") and Compass Group Diversified Holdings LLC (the "Company") (NYSE: CODI) (collectively "CODI") held their 2021 Annual Meeting of Shareholders (the "Annual Meeting"), via virtual webcast. A total of 64,900,000 shares of the Company's common stock were entitled to vote as of March 29, 2021, the record date for the Annual Meeting. There were 51,936,052 shares present in person or by proxy, constituting a quorum, at the Annual Meeting, at which the shareholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the shareholders and the final voting results of each such proposal.

Proposal 1. Election of Directors With respect to the election of the following nominees as Class III directors of the Company to hold office for a three-year term, ending at the 2024 Annual Meeting, the shareholders voted as set forth in the table below:


                                       For        Withheld    Broker Non-Vote
             C. Sean Day            33,840,403    1,072,413     17,023,236
             Larry L. Enterline     32,360,271    2,552,545     17,023,236
             D. Eugene Ewing        33,616,118    1,296,698     17,023,236

Based on the votes set forth above, Mr. Day, Mr. Enterline and Mr. Ewing were duly elected to serve as Class III directors of the Company for a three-year term, ending at the 2024 Annual Meeting.

Proposal 2. Advisory Vote Regarding Executive Compensation ("Say-on-Pay") With respect to the non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement, the shareholders voted as set forth in the table below:


                      For         Against     Abstain    Broker Non-Vote
                   29,153,831    5,107,202    651,783      17,023,236

Based on the votes set forth above, the shareholders approved the Say-on-Pay proposal.

Proposal 3. Ratification of Selection of Independent Auditor The ratification of the appointment of Grant Thornton LLP as independent auditor for the Company and the Trust for the fiscal year ending December 31, 2021 received the following votes:


                      For         Against     Abstain    Broker Non-Vote
                   51,490,515     319,358     126,179          N/a

Based on the votes set forth above, the ratification of the appointment of Grant Thornton LLP as the independent auditor for the Company and the Trust to serve for the 2021 fiscal year was duly ratified by the shareholders.




Item 9.01  Financial Statements and Exhibits
(d)  Exhibit.
 104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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