Smith & Wesson Brands : Submission of Matters to a Vote of Security Holders - Form 8-K

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

Date of Report (Date of earliest event reported): September 12, 2022

Smith & Wesson Brands, Inc.

(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, Massachusetts01104

(Address of principal executive offices) (Zip Code)

[phone]

(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 (seeGeneral 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.001 per Share		SWBI		Nasdaq Global Select Market

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On September 12, 2022, 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 2022 ("say-on-pay");(3) to approve our 2022 Incentive Stock Plan; (4) 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, 2023; (5) to vote on a stockholder proposal requesting that we adopt a human rights policy; and (6) to vote on a stockholder proposal requesting that we adopt simple majority voting requirements.

The following directors were elected at the annual meeting:

Director		Votes For		Votes Withheld		Broker Non-Votes
Anita D. Britt		20,877,491		952,325		11,561,614
Fred M. Diaz		20,297,999		1,531,817		11,561,614
John B. Furman		15,355,624		6,474,192		11,561,614
Michael F. Golden		18,323,799		3,506,017		11,561,614
Barry M. Monheit		20,373,542		1,456,274		11,561,614
Robert L. Scott		20,283,556		1,546,260		11,561,614
Mark P. Smith		21,452,874		376,942		11,561,614
Denis G. Suggs		20,844,030		985,786		11,561,614

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-payproposal		20,431,350		1,133,848		264,618		11,561,614

Our stockholders approved our 2022 Incentive Stock Plan. The voting results were as follows:

		Votes For		Votes Against		Abstentions		Broker Non-Votes
2022 Incentive Stock Plan		20,397,546		1,228,803		203,467		11,561,614

Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending April 30, 2023. The voting results were as follows:

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Ratification of Deloitte & Touche LLP as independent registered public accountants		32,238,083		593,600		559,747		-

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		9,037,619		12,601,014		191,183		11,561,614

Our stockholders did not approve a stockholder proposal requesting that we adopt simple majority voting requirements. The voting results were as follows:

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Stockholder proposal		2,888,678		18,697,577		243,561		11,561,614

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 13, 2022			By:		/s/ Deana L. McPherson
			Deana L. McPherson
			Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary