SEC Filing | Smith & Wesson

SMITH & WESSON HOLDING CORPORATION

Date: September 25, 2013

/s/ Jeffrey D. Buchanan

Jeffrey D. Buchanan

Executive Vice President, Chief Financial Officer, and Secretary

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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

September 23, 2013

Date of Report (Date of earliest event reported)

Smith & Wesson Holding Corporation

(Exact Name of Registrant as Specified in Charter)

Nevada

001-31552

87-0543688

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2100 Roosevelt Avenue

Springfield, Massachusetts

01104

(Address of Principal Executive Offices) (Zip Code)

(800) 331-0852

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 23, 2013, we held an 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 2013 (“say-on-pay”); (3) to approve our 2013 Incentive Stock Plan to replace our expiring 2004 Incentive Stock Plan; (4) to approve our 2013 162(m) Incentive Bonus Plan; and (5) to ratify the appointment of BDO USA, LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2014.

The following directors were elected at the annual meeting:


Director	Votes Cast For		Votes Withheld		Broker Non-Votes
Barry M. Monheit		26,310,019		1,537,967		24,991,844
Robert L. Scott		26,051,832		1,796,154		24,991,844
Michael F. Golden		25,526,002		2,321,984		24,991,844
Robert H. Brust		26,298,960		1,549,026		24,991,844
P. James Debney		25,533,202		2,314,784		24,991,844
John B. Furman		26,362,968		1,485,018		24,991,844
Mitchell A. Saltz		25,479,587		2,368,399		24,991,844
I. Marie Wadecki		26,012,494		1,835,492		24,991,844

Our stockholders approved the compensation of our named executive officers on a non-binding, advisory basis. The results of the vote to approve this proposal were as follows:


	Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
Say-on-pay proposal		26,130,523		1,108,163		609,300		24,991,844

Our stockholders approved our 2013 Incentive Stock Plan to replace our expiring 2004 Incentive Stock Plan. The results of the vote to approve this proposal were as follows:


	Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
Approval of our 2013 Incentive Stock Plan to replace our expiring 2004 Incentive Stock Plan		23,146,521		3,700,382		1,001,083		24,991,844

Our stockholders approved our 2013 162(m) Incentive Bonus Plan. The results of the vote to approve this proposal were as follows:


	Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
Approval of our 2013 162(m) Incentive Bonus Plan		25,089,604		1,751,061		1,007,321		24,991,844

Our stockholders ratified the appointment of BDO USA, LLP as our independent registered public accountants for the fiscal year ending April 30, 2013. The results of the vote to approve this proposal were as follows:


	Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
Ratification of BDO USA, LLP as independent registered public accountants		51,348,464		934,083		557,283		—

Broker non-votes did not affect the outcome of any proposal voted on at the meeting.

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.