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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)

June 1, 2023

 

STURM, RUGER & COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

001-10435

(Commission File Number)

06-0633559

(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 NYSE

 

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. ¨

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Item 5.07 Submission of Matters to a Vote of Security Holders

 

At the Company’s Annual Meeting of Stockholders on June 1, 2023 (the “Annual Meeting”), the Company’s stockholders voted on the following six proposals and cast their votes as described below.

 

Proposal 1

The individuals listed below were elected at the Annual Meeting to serve a one-year term on the Company’s Board of Directors.

 

    Votes For   Votes Withheld
         
John A. Cosentino, Jr.     10,926,828       373,922  
Michael O. Fifer     11,076,398       224,352  
Sandra S. Froman     7,372,384       3,928,366  
Rebecca S. Halstead     10,104,932       1,195,818  
Christopher J. Killoy     11,101,978       198,772  
Terrence G. O’Connor     10,091,061       1,209,689  
Amir P. Rosenthal     9,910,626       1,390,124  
Ronald C. Whitaker     9,202,371       2,098,379  
Phillip C. Widman     9,268,092       2,032,658  
                 
Non-Votes on each nominee: 3,466,519                

 

Proposal 2

Proposal 2 was a management proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2023, as described in the proxy materials. This proposal was approved.

             
Votes For   Against   Abstain   Non-Votes
  14,603,994       96,047       67,228       —  

 

Proposal 3

Proposal 3 was a proposal to approve the Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan, as described in the proxy materials. This proposal was approved.

             
Votes For   Against   Abstain   Non-Votes
  10,888,681       329,767       82,302       3,466,519  

 

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Proposal 4

 

Proposal 4 was a management proposal to hold an advisory vote on the compensation of the Company’s named executive officers.

             
Votes For   Against   Abstain   Non-Votes
  10,912,837       299,688       88,225       3,466,519  

 

Proposal 5

 

Proposal 5 was a management proposal regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers. A majority of the votes were cast in favor of “1 year.”

                 
Votes For 1 Year   Votes For 2 Years   Votes For 3 Years   Abstain   Non-Votes
  11,002,155       60,074       197,173       41,348       3,466,519  

 

Based on these results, and consistent with the Company’s recommendation, the Board of Directors has determined that the Company will hold an advisory vote on executive compensation every year.

 

 

Proposal 6

 

Proposal 6 was a shareholder proposal seeking an assessment of Company advertising and marketing practices, as described in the proxy materials.

             
Votes For   Against   Abstain   Non-Votes
  2,973,061       8,239,567       88,122       3,466,519  

 

The text included with this Current Report on Form 8-K is available on our website located at Ruger.com/corporate, although we reserve the right to discontinue that availability at any time.

 

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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/ Thomas A. Dineen
    Name: Thomas A. Dineen
    Title: Principal Financial Officer,
      Principal Accounting Officer,
      Senior Vice President, Treasurer and
      Chief Financial Officer

 

 

Dated: June 2, 2023

 

 

 

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