UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 12, 2022, we held our annual meeting of stockholders to consider and vote upon the following proposals: (1) to elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified; (2) to provide a non-binding, advisory vote on the compensation of our named executive officers for fiscal 2022 (“say-on-pay”); (3) to approve our 2022 Incentive Stock Plan; (4) to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as our independent registered public accountant for the fiscal year ending April 30, 2023; (5) to vote on a stockholder proposal requesting that we adopt a human rights policy; and (6) to vote on a stockholder proposal requesting that we adopt simple majority voting requirements.
The following directors were elected at the annual meeting:
| Director |
Votes For |
Votes Withheld |
Broker | |||
| Anita D. Britt |
20,877,491 | 952,325 | 11,561,614 | |||
| Fred M. Diaz |
20,297,999 | 1,531,817 | 11,561,614 | |||
| John B. Furman |
15,355,624 | 6,474,192 | 11,561,614 | |||
| Michael F. Golden |
18,323,799 | 3,506,017 | 11,561,614 | |||
| Barry M. Monheit |
20,373,542 | 1,456,274 | 11,561,614 | |||
| Robert L. Scott |
20,283,556 | 1,546,260 | 11,561,614 | |||
| Mark P. Smith |
21,452,874 | 376,942 | 11,561,614 | |||
| Denis G. Suggs |
20,844,030 | 985,786 | 11,561,614 |
Our stockholders approved, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| Say-on-pay proposal |
20,431,350 | 1,133,848 | 264,618 | 11,561,614 |
Our stockholders approved our 2022 Incentive Stock Plan. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| 2022 Incentive Stock Plan |
20,397,546 | 1,228,803 | 203,467 | 11,561,614 |
Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending April 30, 2023. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| Ratification of Deloitte & Touche LLP as independent registered public accountants |
32,238,083 | 593,600 | 559,747 | — |
Our stockholders did not approve a stockholder proposal requesting that we adopt a human rights policy. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| Stockholder proposal |
9,037,619 | 12,601,014 | 191,183 | 11,561,614 |
Our stockholders did not approve a stockholder proposal requesting that we adopt simple majority voting requirements. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| Stockholder proposal |
2,888,678 | 18,697,577 | 243,561 | 11,561,614 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SMITH & WESSON BRANDS, INC. | ||||||
| Date: September 13, 2022 | By: | /s/ Deana L. McPherson | ||||
| Deana L. McPherson | ||||||
| Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary | ||||||