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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