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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)

May 27, 2026

 

STURM, RUGER & COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

delaware   001-10435   06-0633559
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)

 

ONE LACEY PLACE, SOUTHPORT, connecticut   06890
(Address of Principal Executive Offices)   (Zip Code)

 

(203) 259-7843

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

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 (see General 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   RGR   New York Stock Exchange
Common Stock Purchase Rights   N/A   New York Stock Exchange

 

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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

 

On May 27, 2026, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”) to 60 million shares. The Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on May 28, 2026. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

 

(a) On May 27, 2026 Sturm Ruger & Company, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 13, 2026, the record date for the Annual Meeting, there were 15,948,066 outstanding shares of the Company’s Common Stock, consisting all of the outstanding voting securities of the Company. At the Annual Meeting, the holders of 14,188,635 shares were represented either in person or by proxy.

 

(b) At the Annual Meeting, the stockholders voted on the following items:

 

1. Proposal One - To elect nine (9) directors to the Board of Directors of the Company (the “Board”) to hold office until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The voting results for each nominee were as shown below:

 

Name  For   Withheld 
John A. Cosentino, Jr.   9,560,455    902,483 
Terrence G. O’Connor   9,622,947    839,991 
Bruce T. Pettet   9,833,884    629,054 
Aaron R. Rivers   10,181,221    281,717 
Amir P. Rosenthal   9,462,228    1,000,710 
Todd W. Seyfert   9,701,535    761,403 
Stephen J. Timm   10,204,527    258,411 
Phillip C. Widman   9,662,114    800,824 
Lorin Cassidy Wolfe   10,182,903    280,035 

 

Each director nominee named above was elected at the Annual Meeting. There were 3,725,697 broker non-votes on each nominee.

 

2. Proposal Two - To vote to ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026. This proposal was approved by the votes indicated below:

 

For Against Abstain Broker Non-Votes
13,826,007   280,029   82,599   0

 

3. Proposal Three - To vote to approve on an advisory basis, the compensation of the Company’s named executive officers. This proposal was approved by the votes indicated below:

 

For Against Abstain Broker Non-Votes
10,068,005   318,128   82,411   3,720,091

 

4. Proposal Four - To vote to approve an Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company, par value $1.00 per share, from 40 million to 60 million shares. This proposal was approved by the votes indicated below:

 

For Against Abstain Broker Non-Votes
12,470,848   1,613,141   104,646   0

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1  

Certificate of Amendment of the Certificate of Incorporation, as amended, of Sturm, Ruger & Company, Inc.

104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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.

 

  STURM, RUGER & COMPANY, INC.
     
  By:   /S/ Sarah F. Colbert  
  Name:  Sarah F. Colbert
  Title: Senior Vice President,
    Corporate Secretary and General Counsel
     
Dated:  May 28, 2026    

 

2

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

STURM, RUGER & COMPANY, INC.

 

Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

STURM, RUGER & COMPANY, INC., a corporation organized and existing under the laws of the State of Delaware, pursuant to the provisions of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:

 

FIRST: The name of the corporation is STURM, RUGER & COMPANY, INC. (the “Corporation”).

 

SECOND: The Certificate of Incorporation of the Corporation is hereby amended by deleting Article FOURTH thereof in its entirety and substituting therefor a new Article FOURTH which shall read in full as follows:

 

“FOURTH: Number and Classes of Shares. The total number of shares of capital stock which the Corporation shall have authority to issue is (i) 60,000,000 shares of Common Stock, par value $1.00 per share (the “Common Stock”), and (ii) 50,000 shares of Non-Voting Common Stock, par value $1.00 per share (the “Non-Voting Common Stock”). The Common Stock and the Non-Voting Common Stock shall be identical in all respects except that the holders of Non-Voting Common Stock shall have no voting power for any purpose except when the vote of the class shall be required by law.

 

THIRD: The amendment to the Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and has been approved by the requisite vote of the stockholders of the Corporation at a meeting called in accordance with the provisions of Section 222 of the Delaware General Corporation Law.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation of the Corporation to be signed by Todd W. Seyfert, and attested by Sarah F. Colbert, on behalf of the Corporation this 28th day of May 2026.

 

  STURM, RUGER & COMPANY, INC.
   
  /s/ Todd W. Seyfert
  Name:  Todd W. Seyfert
  Title: President and CEO

 

Attested by:  
     
/s/ Sarah F. Colbert  
Name:  Sarah F. Colbert  
Title: Sr. VP, General Counsel and Corporate Secretary