Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective May 3, 2021, our Board of Directors appointed Fred M. Diaz and Denis
G. Suggs as directors. At this time, neither Mr. Diaz nor Mr. Suggs have been
added to any committees of our Board of Directors. In accordance with our
compensation policies for new directors, we granted Messrs. Diaz and Suggs each
restricted stock units, or RSUs, for 5,356 shares of our common stock.
One-twelfth of the RSUs will vest each month and be delivered on the one-year
anniversary of the May 3, 2021 grant date. Messrs. Diaz and Suggs will also be
eligible to receive compensation for their service on our Board of Directors in
accordance with board compensation policies in effect from time to time, which
are described under the caption "Director Compensation" in our proxy statement
filed with the Securities and Exchange Commission on August 28, 2020. In
connection with their appointment, we will enter into our standard form of
indemnity agreement with Messrs. Diaz and Suggs, as originally filed with the
Securities and Exchange Commission on June 30, 2009. There are no other
arrangements or understandings pursuant to which Messrs. Diaz and Suggs were
selected as directors. There are no related party transactions between us and
Messrs. Diaz and Suggs, respectively, reportable under Item 404(a) of Regulation
S-K.
Item 7.01. Regulation FD Disclosure.
We are furnishing the disclosure in this Item 7.01 in connection with the
disclosure of information in the form of the textual information from a press
release published on May 3, 2021 announcing Messrs. Diaz's and Suggs's
appointment to our Board of Directors. The press release is attached to this
Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) is furnished pursuant
to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. This Current Report on Form 8-K will not be deemed
an admission as to the materiality of any information in the Report that is
required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibits
99.1 Press release from Smith & Wesson Brands, Inc., dated May 3, 2021,
entitled "Smith & Wesson Announces Two New Appointments to Board of
Directors"
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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