8-KThe WireRoutine
Shareholder Vote
Filed Jun 2, 2023 · 3y ago · Accession 0001174947-23-000826
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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
2
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.
3
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
4
Filing details
- Company
- STURM RUGER & CO INC
- Ticker
- RGR
- CIK
- 95029
- Form type
- 8-K
- Filing date
- Jun 2, 2023
- Report date
- Jun 1, 2023
- Document
- form8k-30311_rgr.htm
- Size
- 212 KB