Smith & Wesson Brands : 2023 Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date:Time:Location:

Tuesday,	10a.m. Eastern Time	www.virtualshareholder
September 19, 2023		meeting.com/SWBI2023

The Annual Meeting of Stockholders of Smith & Wesson Brands, Inc., a Nevada corporation, will be held at 10:00 a.m., Eastern Time, on Tuesday, September 19, 2023 (the "2023 Annual Meeting"). The 2023 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2023 Annual Meeting, vote, and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/SWBI2023 and entering the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

The 2023 Annual Meeting will be held for the following purposes:

ITEMS OF BUSINESS

• Election of directors

• Advisory vote to approve executive compensation ("say-on-pay")
  3 Advisory vote on the frequency of future say-on-pay votes
  4 Ratification of appointment of independent registered public accounting firm 5 Advisory vote to call special stockholder meeting
  6 Ratification of Nevada exclusive forum provision
  7 Stockholder proposals, if properly presented

And such other business as may properly come before the 2023 Annual Meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on July 28, 2023 may vote at the 2023 Annual Meeting.

These proxy materials were first made available to our stockholders on the internet on August 10, 2023.

Sincerely,

Kevin A. Maxwell

Senior Vice President,

General Counsel, Chief Compliance Officer, and Secretary

August 10, 2023

TABLE OF CONTENTS
Proxy Statement Summary	1
Board And Governance Matters	3
Proposal One - Election of Directors	3
Compensation Matters	16
Proposal Two - Advisory Vote on Executive Compensation	16
Proposal Three - Advisory Vote on Frequency of Future Say-on-Pay Votes	17
Compensation Discussion And Analysis	18
Executive Compensation	31
Audit Matters	44
Proposal Four - Ratification Of Appointment Of Independent Registered Public Accountant	44
Management Proposals	46
Proposal Five - Management Proposal (Advisory Vote to Call Special Stockholder Meeting)	46
Proposal Six - Management Proposal (Ratification of Nevada Exclusive Forum Provision)	48
Stockholder Proposals	50
Proposal Seven - Stockholder Proposal (Right to Call A Special Shareholder Meeting)	50
Proposal Eight - Stockholder Proposal (Human Rights Impact Assessment)	52
Other Important Information	57
Beneficial Ownership of Common Stock	57
Annual Report on Form 10-K	58
Delinquent Section 16(a) Reports	58
Frequently Asked Questions Regarding the 2023 Annual Meeting and Voting	58

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. You should read this entire Proxy Statement carefully before voting.

MEETING INFORMATION

Time and Date	10:00 a.m., Eastern Time, on Tuesday, September 19, 2023
Location	Online via webcast at www.virtualshareholdermeeting.com/SWBI2023
Record Date	July 28, 2023

MEETING AGENDA

		Board
Proposals	Recommendation	Page
1.	Election of Seven Directors	FOR each nominee	3
2.	Advisory Vote to Approve Executive Compensation	FOR	16
3.	Advisory Vote on Frequency of Future Say-on-Pay Votes	ONE YEAR	17
4.	Ratification of Appointment of Deloitte & Touche, LLP	FOR	44
5.	Management Proposal - Advisory Vote to Call Special Stockholder	FOR	46
	Meeting	FOR	48
6.	Management Proposal - Ratification of Nevada Exclusive Forum
	Provision	AGAINST	50
7.	Stockholder Proposal - Right to Call Special Shareholder Meeting
8.	Stockholder Proposal - Human Rights Impact Assessment	AGAINST	52

Name	Age	Director	Experience	Committee	Other Public
Since	Memberships	Company Boards
Anita D. Britt *	60	2018	Former CFO of Perry Ellis International,	AC **, CC, ESG	3
			Inc.

Fred M. Diaz *	57	2021
Michelle J. Lohmeier*	60	2023
Barry M. Monheit *	76	2004
Robert L. Scott *§	77	1999
Mark P. Smith	47	2020
Denis G. Suggs *	57	2021

Former President and CEO of Mitsubishi CC, ESG** Motor North America, Inc.

Former Strategic Advisor to CEO of	CC, ESG
Spirit AeroSystems, Inc.

Former President of Financial Consulting CC **, NCG Division of FTI Consulting

Former President of a predecessor of	AC, NCG
Smith & Wesson Brands, Inc.
President and CEO of Smith & Wesson	-
Brands, Inc.
CEO of LCP Transportation LLC	AC, NCG**

3

2

1

0

0

1

• = Independent Nominee; ** = Committee Chair; § = Chairman

AC = Audit Committee; CC = Compensation Committee; ESG = Environmental, Social, and Governance Committee; NCG = Nominations and Corporate Governance Committee

2023 Proxy Statement I 1