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WASHINGTON, D.C. 20549
NOTICE OF EXEMPT SOLICITATION
Name of Registrant:
Smith & Wesson Brands, Inc.
Name of persons relying on exemption:
Adrian Dominican Sisters
Providence St. Joseph Health
Congregation of the Sisters of the Holy Cross, Indiana
School Sisters of Notre Dame Central Pacific Province
Sisters of Bon Secours USA
Mercy Investment Services
Bon Secours Mercy Health
Daughters of Charity, Province of St Louise
The Domestic and Foreign Missionary Society of the Protestant Episcopal Church
Congregation of St. Joseph, OH
Sisters of St. Francis of Philadelphia
Congregation of Sisters, Servants of the Immaculate Heart of Mary
Sisters of St. Joseph of Carondelet, St. Louis Province
Address of persons relying on exemption:
Intercommunity Peace & Justice Center, Northwest Coalition for Responsible Investment, 1216 NE 65th St, Seattle, Washington,
Written materials are submitted pursuant to Rule
14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the
Rule, but is made voluntarily in the interest of public disclosure and consideration of these important issues.
September 1, 2021
Dear Smith & Wesson Shareholder,
We urge you to vote FOR Proposal 5 on Smith & Wesson Brands,
Inc.’s (“Smith & Wesson’s” or the “Company’s”) proxy card
at the Company’s
annual shareholder meeting on September 27, 2021. Proposal 5 is a shareholder proposal (the “Proposal”), which was submitted
by the Adrian Dominican Sisters and the co-filing shareholders set forth below
(the “Proponents”), asking
Smith & Wesson to adopt a comprehensive human rights policy, including a description of the processes the Company will use to identify,
assess, prevent and mitigate adverse human rights impacts.
The Proponents submitted the Proposal out of concern that Smith &
Wesson has no process in place to identify and analyze human rights risks in its business and operations, which is especially problematic
given the lethal nature of the Company’s products. The Proposal asks Smith & Wesson to join leading companies that have committed
to conducting human rights due diligence in order to manage risks, minimize harm, and protect their social license to operate. The environmental,
social and governance (“ESG”) review Smith & Wesson is now conducting does not appear to address human rights and thus
provides no basis for concluding that the Proposal is unnecessary or disruptive.
Human Rights Due Diligence Identifies Company-Specific Risks and
Does Not Lead to the Imposition of Liability
The Proposal is based on the U.N. Guiding Principles (“UNGPs”)
on Business and Human Rights, a set of principles for states and companies to prevent, address and remedy human rights abuses in business
operations. Many leading companies, including Microsoft, Hershey, Shell, Coca Cola and Adidas, have adopted human rights policies and
undertaken human rights due diligence processes consistent with the UNGPs. Significant investor interest in and support for policies based
on the UNGPs is evidenced by the fact that a proposal substantially identical to the Proposal submitted for the 2019 AGM received support
from holders of 36% of shares voted for and against.
Co-filers are Providence St. Joseph Health; PeaceHealth;
Congregation of the Sisters of the Holy Cross, Indiana; School Sisters of Notre Dame Central Pacific Province; Sisters of Bon Secours
USA; CommonSpirit Health; Mercy Investment Services; Bon Secours Mercy Health; Daughters of Charity, Province of St. Louise; the Domestic
and Foreign Missionary Society of the Protestant Episcopal Church; Congregation of St. Joseph, OH; Sisters of St. Francis of Philadelphia;
Congregation of Sisters, Servants of the Immaculate Heart of Mary; and Sisters of St. Joseph of Carondelet – St. Louis Province.
Human rights policies and due diligence processes should be tailored
to fit a company’s activities, business relationships and operations. The UNGPs state that human rights due diligence “[w]ill
vary in complexity with the size of the business enterprise, the risk of severe human rights impacts, and the nature and context of its
By definition, then, human rights due diligence is not “divorced from real risk,” as Smith
& Wesson claims; to the contrary, it focuses on precisely the most relevant risks a company faces.
Committing to a human rights due diligence process would not lead to
“unlimited extra-legal liability,” as Smith & Wesson complains. Because the human rights due diligence process is driven
by an individual company, it does not result in the payment of compensation to affected individuals or communities unless a company decides
to do so. In that way, it differs from litigation or a government enforcement action, where a court or other
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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