Submission of Matters to a Vote of Security

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 m ajority 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-pay

proposal


  


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






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