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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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 15, 2025, 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 2025 (“say-on-pay”); and (3) to ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2026.
| 1. | The following directors were elected at the annual meeting: |
| Director |
Votes For | Votes Withheld | Broker Non-Votes | ||||||||||||
| Anita D. Britt |
17,522,546 | 660,360 | 12,571,781 | ||||||||||||
| Fred M. Diaz |
17,629,563 | 553,343 | 12,571,781 | ||||||||||||
| Michelle J. Lohmeier |
17,629,020 | 553,886 | 12,571,781 | ||||||||||||
| Barry M. Monheit |
17,451,107 | 731,799 | 12,571,781 | ||||||||||||
| Robert L. Scott |
17,425,158 | 757,748 | 12,571,781 | ||||||||||||
| Mark P. Smith |
17,635,820 | 547,086 | 12,571,781 | ||||||||||||
| Denis G. Suggs |
17,320,734 | 862,172 | 12,571,781 | ||||||||||||
| 2. | Our stockholders approved the say-on-pay proposal. |
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||||||||||||||
| Say-on-pay proposal |
16,458,436 | 1,501,908 | 222,562 | 12,571,781 | ||||||||||||||||
| 3. | Our stockholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2026. |
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||||||||||||||
| Ratification of KPMG LLP as independent registered public accounting firm |
29,688,661 | 689,248 | 376,778 | n/a | ||||||||||||||||
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 17, 2025 | By: | /s/ Deana L. McPherson | ||||
| Deana L. McPherson | ||||||
| Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary | ||||||