UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 13, 2020, 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 2020 (“say-on-pay”); and (3) 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, 2021.
Before proceeding with the business of the meeting, the Chairman of the Board, Robert L. Scott, announced with great sadness the passing of long-time director, Mitchell A. Saltz. Mr. Scott stated that Mr. Saltz made numerous contributions to the success of the company over the years. He further indicated that obviously there would be no nominee in his place at this time, and six rather than seven directors will be elected at the meeting.
The following directors were elected at the annual meeting:
| Director |
Votes For | Votes Withheld | Broker Non- Votes |
|||||||||
| Robert L. Scott |
28,798,763 | 872,130 | 16,414,458 | |||||||||
| Michael F. Golden |
29,212,771 | 458,122 | 16,414,458 | |||||||||
| Anita D. Britt |
29,376,998 | 293,895 | 16,414,458 | |||||||||
| John B. Furman |
28,154,432 | 1,516,461 | 16,414,458 | |||||||||
| Barry M. Monheit |
28,611,334 | 1,059,559 | 16,414,458 | |||||||||
| Mark P. Smith |
29,257,726 | 413,167 | 16,414,458 | |||||||||
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 |
27,499,513 | 2,000,213 | 171,167 | 16,414,458 | ||||||||||||
Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending April 30, 2021. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | Broker Non- Votes |
|||||||||||||
| Ratification of Deloitte & Touche LLP as independent registered public accountants |
45,543,140 | 345,140 | 197,071 | — | ||||||||||||
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: October 13, 2020 | By: | /s/ Robert J. Cicero | ||||
| Robert J. Cicero | ||||||
| Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary | ||||||