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 September 19, 2023, 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 2023 (“say-on-pay”); (3) to provide a non-binding, advisory vote on the frequency of future say-on-pay votes; (4) to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as our independent registered public accountant for fiscal 2024; (5) to vote on a management proposal (advisory vote to call special stockholder meeting); (6) to vote on a management proposal (ratification of Nevada exclusive forum provision); (7) to vote on a stockholder proposal (right to call special shareholder meeting); and (8) to vote on a stockholder proposal (human rights impact assessment).
1. | The following directors were elected at the annual meeting: |
Director |
Votes For | Votes Withheld | Broker Non- Votes |
|||||||||
Anita D. Britt |
21,941,907 | 342,478 | 11,682,528 | |||||||||
Fred M. Diaz |
21,027,624 | 1,256,761 | 11,682,528 | |||||||||
Michelle J. Lohmeier |
21,997,050 | 287,335 | 11,682,528 | |||||||||
Barry M. Monheit |
21,041,068 | 1,243,317 | 11,682,528 | |||||||||
Robert L. Scott |
21,043,439 | 1,240,946 | 11,682,528 | |||||||||
Mark P. Smith |
21,983,476 | 300,909 | 11,682,528 | |||||||||
Denis G. Suggs |
20,090,622 | 2,193,763 | 11,682,528 |
2. | Our stockholders approved the say-on-pay proposal. |
Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
Say-on-pay proposal |
21,426,253 | 666,136 | 191,996 | 11,682,528 |
3. | Our stockholders approved “annual” as the frequency of future say-on-pay votes. |
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
||||||||||||||||
Frequency of future say-on-pay votes |
19,436,671 | 121,455 | 2,585,583 | 140,676 | 11,682,528 |
In light of these results, we will hold future say-on-pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say-on-pay votes, or until our board of directors otherwise determines that a different frequency is in the best interests of the Company and its stockholders.
4. | Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending April 30, 2024. |
Votes For |
Votes Against |
Abstentions | Broker Non- Votes |
|||||||||||||
Ratification of Deloitte & Touche LLP as independent registered public accountants |
33,177,044 | 496,085 | 293,784 | — |
5. | Our stockholders approved a management proposal concerning the right to call special stockholder meetings. |
Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
Management proposal (special stockholder meeting) |
21,173,132 | 247,215 | 864,038 | 11,682,528 |
6. | Our stockholders approved a management proposal concerning the ratification of a Nevada exclusive forum bylaw provision. |
Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
Management proposal (exclusive forum) |
18,506,490 | 3,641,955 | 135,940 | 11,682,528 |
7. | Our stockholders did not approve a stockholder proposal concerning the right to call special stockholder meetings. |
Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
Stockholder proposal (special shareholder meeting) |
6,204,470 | 15,969,806 | 110,109 | 11,682,528 |
8. | Our stockholders did not approve a stockholder proposal concerning a human rights impact assessment. |
Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
Stockholder proposal (impact assessment) |
5,912,229 | 16,198,734 | 173,422 | 11,682,528 |
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 22, 2023 | By: | /s/ Deana L. McPherson | ||||
Deana L. McPherson | ||||||
Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary |