UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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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