8-K

SMITH & WESSON BRANDS, INC. (SWBI)

8-K 2021-09-29 For: 2021-09-27
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Added on April 04, 2026

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 27, 2021

Smith & Wesson Brands, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada 001-31552 87-0543688
(State or other jurisdiction<br> <br>of incorporation) (Commission<br> <br>File Number) (IRS Employer<br> <br>Identification No.)

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

(Address of principal executive offices) (Zip Code)

(800) 331-0852

(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 (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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br> <br>Symbol(s) Name of each exchange<br> <br>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 27, 2021, 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 2021 (“say-on-pay”); (3) 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, 2022; (4) to approve our 2021 Employee Stock Purchase Plan; and (5) to vote on a stockholder proposal requesting that we adopt a human rights policy.

The following directors were elected at the annual meeting:

Director Votes For Votes Withheld Broker<br>Non-Votes
Robert L. Scott 23,055,506 1,099,215 12,111,986
Michael F. Golden 19,627,787 4,526,934 12,111,986
Anita D. Britt 23,920,135 234,586 12,111,986
Fred M. Diaz 23,959,521 195,200 12,111,986
John B. Furman 22,145,175 2,009,546 12,111,986
Barry M. Monheit 23,000,299 1,154,422 12,111,986
Mark P. Smith 23,877,097 277,624 12,111,986
Denis G. Suggs 23,963,114 191,607 12,111,986

Our stockholders approved, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:

Votes<br>For Votes<br>Against Abstentions Broker<br>Non-Votes
Say-on-pay proposal 23,362,473 618,735 173,513 12,111,986

Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending April 30, 2022. The voting results were as follows:

Votes<br>For Votes<br>Against Abstentions Broker<br>Non-Votes
Ratification of Deloitte & Touche LLP<br>as independent registered public accountants 35,732,310 294,681 239,716

Our stockholders approved our 2021 Employee Stock Purchase Plan. The voting results were as follows:

Votes<br>For Votes<br>Against Abstentions Broker<br>Non-Votes
2021 Employee Stock Purchase Plan 23,691,258 394,803 68,660 12,111,986

Our stockholders did not approve a stockholder proposal requesting that we adopt a human rights policy. The voting results were as follows:

Votes<br>For Votes<br>Against Abstentions Broker<br>Non-Votes
Stockholder proposal 10,365,211 13,240,586 548,924 12,111,986

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 29, 2021 By: /s/ Deana L. McPherson
Deana L. McPherson
Executive Vice President, Chief Financial Officer,
Treasurer, and Assistant Secretary