A representative of Broadridge Financial Solutions, Inc., our inspector of election, will tabulate and certify the votes.

Generally, broker non-votes occur when shares held by a broker in "street name"“street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors and the advisory vote on the compensation of our named executive officers. Broker non-votes count for purposes of determining whether a quorum is present.

financing and mergers and acquisitions assignments for companies in the consumer and business services sectors. Mr. Cassidy received an M.B.A. from the Stanford Graduate School of Business and an A.B. in Physics from Harvard College. Mr. Cassidy'sCassidy’s private equity investment and company oversight experience and

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PROPOSAL 1 – ELECTION OF DIRECTORS

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background with respect to acquisitions, debt financings and equity financings make him well qualified to serve on our board of directors.

​
​ MARCUS A. LEMONIS	​	​
MARCUS A. LEMONIS		Age 46
​ 47	​	​

Marcus A. Lemonis has served as Camping World Holdings, Inc.'s’s Chairman and Chief Executive Officer and on the board of directors of Camping World Holdings, Inc. since March 2016, as the President and Chief Executive Officer and on the board of directors of CWGS, LLC since February 2011, as the Chief Executive Officer and on the board of directors of Good Sam Enterprises, LLC since January 2011, as President and Chief Executive Officer and on the board of directors of Camping World, Inc. since September 2006 and as the President and Chief Executive Officer and on the board of directors of FreedomRoads, LLC since May 1, 2003. Mr. Lemonis received a B.A. from Marquette University. Mr. Lemonis'Lemonis’ extensive experience in retail, RV and automotive, business operations and entrepreneurial ventures makes him well qualified to serve on our board of directors.

​
​ MICHAEL W. MALONE	​	​
MICHAEL W. MALONE		Age 61
​ 62	​	​

Michael W. Malone has served on the board of directors of Camping World Holdings, Inc. since May 2019. Mr. Malone was Vice President, Finance and Chief Financial Officer of Polaris Industries Inc. ("Polaris"(“Polaris”), a manufacturer of power sports vehicles, from January 1997 to July 2015 and retired from Polaris in March 2016. From January 1997 to January 2010, Mr. Malone also served as Corporate Secretary. Mr. Malone was Vice President and Treasurer of Polaris from December 1994 to January 1997 and was Chief Financial Officer and Treasurer of a predecessor company of Polaris from January 1993 to December 1994. Mr. Malone joined Polaris in 1984 after four years with Arthur Andersen LLP. Mr. Malone has served on the board and on the Audit (chair), Finance and Nominating and Governance Committees of Armstrong Flooring, Inc., a public company, since October 2016 includingas well as the boards of various non-profit organizations. Mr. Malone previously served on the Audit, Finance and Nominating and Corporate Governance Committees, and the board of Stevens Equipment Supply LLC, a private company, sincefrom May 2011 as well as the boards of various non-profit organizations.until its sale in October 2020. Mr. Malone received a B.A. in accounting and business administration from St. John'sJohn’s University (Collegeville, Minnesota). We believe Mr. Malone'sMalone’s experiences as the former Chief Financial Officer of a public company, his public company board experience, and his in-depth knowledge of the outdoor lifestyle industry make him well qualified to serve on our board of directors.

We believe that all of our current Board members and nominees for Class III directors possess the professional and personal qualifications necessary for Board service, and have highlighted particularly noteworthy attributes for each Board member and nominee in the individual biographies above.

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PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm

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PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm

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Our Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.2021. Our Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of our appointment of Deloitte & Touche LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

On May 18, 2018, our Audit Committee approved the engagement of

Deloitte & Touche LLP as the Company's independent registered public accounting firm and Deloitte & Touche LLPhas served as our independent registered public accounting firm for the fiscal years ended December 31, 2019 andsince 2018. Neither Deloitte & Touche LLP nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services.

A representative of Deloitte & Touche LLP is expected to attend the Annual Meeting, have an opportunity to make a statement if he or she desires to do so, and be available to respond to appropriate questions from stockholders.

On May 18, 2018, our Audit Committee dismissed Ernst & Young LLP as the Company's independent registered public accounting firm. The reports of Ernst & Young LLP on the Company's financial statements for each of the two fiscal years ended December 31, 2016 and 2017 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In the fiscal years ended December 31, 2016 and 2017 and in the subsequent interim period through May 18, 2018, there were no "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the matter in its report on the financial statements for such years.

In the fiscal years ended December 31, 2016 and 2017 and in the subsequent interim period through May 18, 2018, there were no "reportable events" (as described in Item 304(a)(1)(v) of Regulation S-K), except that, as reported in Part II, Item 9A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the "2017 10-K"), the Company reported material weaknesses in its internal control over financial reporting during such period. As disclosed in the 2017 10-K, the Company concluded that its internal control over financial reporting was not effective as of December 31, 2017 due to the existence of material weaknesses in the Company's internal control over financial reporting related to (i) insufficient analysis to correctly determine the portion of the deferred tax asset resulting from the Company's direct investment in CWGS Enterprises, LLC not expected to be realized, (ii) the insufficient documentation and/or execution of certain accounting policies and procedures within FreedomRoads Holding Company, LLC, which operates the Company's RV dealerships, and (iii) ineffective transaction level and management review controls over the valuation of trade-in unit inventory. Ernst & Young LLP's report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2017, which was included in the 2017 10-K, contained an adverse opinion thereon. The Audit Committee discussed the material weaknesses in the Company's internal control over financial reporting with Ernst & Young LLP, and authorized Ernst & Young LLP to respond fully to the inquiries of Deloitte & Touche LLP concerning such material weaknesses.

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PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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The Company provided Ernst & Young LLP with a copy of the disclosures contained in its Current Report on Form 8 K (the "Current Report") filed with the SEC on May 22, 2018 and requested that Ernst & Young LLP furnish the Company with a letter addressed to the SEC stating whether it agreed with the statements contained in the Current Report. A copy of Ernst & Young LLP's letter, dated May 22, 2018, was filed as Exhibit 16.1 to the Current Report.

During the fiscal years ended December 31, 2016 and 2017 and the subsequent interim period through May 18, 2018, neither the Company nor anyone on its behalf consulted with Deloitte & Touche LLP with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte & Touche LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K).

In the event that the appointment of Deloitte & Touche LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2021.2022. Even if the appointment of Deloitte & Touche LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interests of Camping World.

VOTE REQUIRED

​

VOTE REQUIRED

This proposal requires the approval of the affirmative vote of the holders of a majority in voting power of the shares of Common Stock of the Company that are present electronically or by proxy and entitled to vote thereon. Abstentions will have the same effect as votes against the proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Deloitte & Touche LLP, we do not expect any broker non-votes in connection with this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

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RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

		The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.

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TableReport of Contentsthe Audit Committee of the Board of Directors

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Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed Camping World'sWorld’s audited financial statements for the fiscal year ended December 31, 20192020 and has discussed these financial statements with management and Camping World'sWorld’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, Camping World'sWorld’s independent registered public accounting firm the matters that they are required to provide to the Audit Committee, including the matters required to be discussed by the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) and the SEC.

Camping World'sWorld’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and Camping World, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm'sfirm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from Camping World.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the audited financial statements be included in Camping World'sWorld’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

2020.

K. Dillon Schickli (Chair)
Mary J. George
Michael W. Malone

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Independent Registered Public Accounting Firm Fees and Other Matters

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Independent Registered Public Accounting Firm Fees and Other Matters

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Set forth below are the fees paid to our independent registered public accounting firm, Deloitte & Touche LLP, for the fiscal years ended December 31, 20192020 and 20182019 (in thousands):

​

Fee Category

​

​

Fiscal 2020

​

​

Fiscal 2019

​

​

Audit Fees

​

​

​

$

4,327

​

​

​

​

$

5,875

​

​

​

Audit-Related Fees

​

​

​

$

30

​

​

​

​

$

167

​

​

​

Tax Fees

​

​

​

$

206

​

​

​

​

$

311

​

​

​

All Other Fees

​

​

​

$

—

​

​

​

​

$

—

​

​

​

Total Fees

​

​

​

$

4,563

​

​

​

​

$

6,353

​

​

AUDIT FEES

​

Fee Category		Fiscal 2019		Fiscal 2018
​	​	​	​	​
Audit Fees		$5,875		$4,921
Audit-Related Fees		$167		$—
Tax Fees		$311		$478
All Other Fees		$—		$—
Total Fees		$6,353		$5,399
​	​	​	​	​

AUDIT FEES

Audit fees consist of fees for the audit of our consolidated financial statements, the review of the unaudited interim financial statements included in our quarterly reports on Form 10-Q and other professional services provided in connection with statutory and regulatory filings or engagements.

AUDIT-RELATED FEES

​

AUDIT-RELATED FEES

In 2020, audit-related fees related to professional services in connection with a potential financing transaction. In 2019, audit-related fees related to sell-side due diligence services in connection with a potential divestiture. There were no audit-related fees incurred in 2018.

TAX FEES

​

TAX FEES

Tax fees consist of fees for a variety of permissible services relating to domestic and partnership tax compliance, tax planning, and tax advice.

ALL OTHER FEES

​

ALL OTHER FEES

There were no other fees incurred in 20192020 or 2018.

2019.

Our Audit Committee'sCommittee’s charter provides that the Audit Committee, or the chair of the Audit Committee, must pre-approve any audit or non-audit service provided to us by our independent registered public accounting firm, unless the engagement is entered into pursuant to appropriate pre-approval policies established by the Audit Committee or if the service falls within available exceptions under SEC rules. Without limiting the foregoing, the Audit Committee may delegate authority to one or more independent members of the Audit Committee to grant pre-approvals of audit and permitted non-audit services, and any such pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. All services provided by our independent registered public accounting firm in 20182019 and 20192020 were approved in accordance with such pre-approval policies and consistent with SEC rules.

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This proposal requires the approval of the affirmative vote of the holders of a majority in voting power of the shares of Common Stock of the Company which are present electronically or by proxy and entitled to vote thereon. Abstentions will have the same effect as votes against this proposal. Broker non-votes will have no effect on the outcome of the vote on this proposal.

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. A copy of the code is available on our website at www.campingworld.com in the "Governance"“Governance” section of the "Investor Relations"“Investor Relations” page. We expect that any amendments to the code, or any waivers of its requirements, that are required to be disclosed by SEC or NYSE rules will be disclosed on our website.