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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 27, 2021, 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 2021 (“say-on-pay”); (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, 2022; (4) to approve our 2021 Employee Stock Purchase Plan; and (5) to vote on a stockholder proposal requesting that we adopt a human rights policy.
The following directors were elected at the annual meeting:
| Director |
Votes For | Votes Withheld | Broker Non-Votes |
|||||||||
| Robert L. Scott |
23,055,506 | 1,099,215 | 12,111,986 | |||||||||
| Michael F. Golden |
19,627,787 | 4,526,934 | 12,111,986 | |||||||||
| Anita D. Britt |
23,920,135 | 234,586 | 12,111,986 | |||||||||
| Fred M. Diaz |
23,959,521 | 195,200 | 12,111,986 | |||||||||
| John B. Furman |
22,145,175 | 2,009,546 | 12,111,986 | |||||||||
| Barry M. Monheit |
23,000,299 | 1,154,422 | 12,111,986 | |||||||||
| Mark P. Smith |
23,877,097 | 277,624 | 12,111,986 | |||||||||
| Denis G. Suggs |
23,963,114 | 191,607 | 12,111,986 | |||||||||
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 |
23,362,473 | 618,735 | 173,513 | 12,111,986 | ||||||||||||
Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending April 30, 2022. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Ratification of Deloitte & Touche LLP |
35,732,310 | 294,681 | 239,716 | — | ||||||||||||
Our stockholders approved our 2021 Employee Stock Purchase Plan. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| 2021 Employee Stock Purchase Plan |
23,691,258 | 394,803 | 68,660 | 12,111,986 | ||||||||||||
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 |
10,365,211 | 13,240,586 | 548,924 | 12,111,986 | ||||||||||||
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 29, 2021 | By: | /s/ Deana L. McPherson | ||||
| Deana L. McPherson | ||||||
| Executive Vice President, Chief Financial Officer, | ||||||
| Treasurer, and Assistant Secretary | ||||||