8-K

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)

April 28, 2010

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)

Registrant’s telephone number, including area code (203) 259-7843

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Page 1 of 9

Item 5.03  Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 28, 2010, the Board of Directors of the Company adopted a resolution approving an amendment to the Company’s By-laws to create the position of Vice Chairman of the Board of Directors.  The description of the By-law amendment is qualified in its entirety by reference to the amendment of the Company’s By-laws which are effective April 28, 2010 and attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01  Other Events

On April 29, 2010, the Company issued a press release announcing the appointment of C. Michael Jacobi as the Chairman of its Board of Directors effective April 28, 2010, and the appointment of Phillip C. Widman as the Chairman of the Audit Committee of the Board of Directors effective April 28, 2010.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

On April 28, 2010, the Board of Directors of the Company adopted a resolution to decrease the number of directors from nine to seven.  The full text of the resolution is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 28, 2010, the Board of Directors of the Company adopted a resolution to amend and restate the 2007 Stock Incentive Plan.  The full text of the resolution is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

At the Annual Meeting of Stockholders on April 28, 2010, the stockholders of the Company voted to elect seven Directors to serve on the Board of Directors for the ensuing year and ratified the appointment of McGladrey & Pullen, LLP as the Company’s independent auditors for the 2010 fiscal year.  The results of these shareholder votes are attached as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

Exhibit No. Description

3.1 Amendment to Amended and Restated By-Laws of Sturm, Ruger & Company, Inc.

99.1  Press release of Sturm, Ruger & Company, Inc. dated April 28, 2010, announcing the appointment of C. Michael Jacobi as its Chairman of the Board of Directors effective April 28, 2010, and the appointment of Phillip C. Widman as the Chairman of the Audit Committee of the Board of Directors effective April 28, 2010.  

99.2  Resolution of the Board of Directors of Sturm, Ruger & Company, Inc. adopted by the Board of Directors on April 28, 2010 to decrease the number of directors from nine to seven.

99.3  Resolution of the Board of Directors of Sturm, Ruger & Company, Inc. adopted by the Board of Directors on April 28, 2010 to amend and restate the 2007 Stock Incentive Plan.  

99.4  Results of the shareholder votes at the Annual Meeting of Stockholders on April 28, 2010, to elect seven Directors to serve on the Board of Directors for the ensuing year and to ratify the appointment of McGladrey & Pullen, LLP as the Company’s independent auditors for the 2010 fiscal year.  

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.

	STURM, RUGER & COMPANY, INC.
	By:	/s/ THOMAS A. DINEEN
		Name:	Thomas A. Dineen
		Title:	Principal Financial Officer, Treasurer and Chief Financial Officer
Dated:  April 30, 2010

3

EX-3.1

EXHIBIT 3.1

April 28, 2010

AMENDMENT OF BY-LAWS

WHEREAS, pursuant to Article 9 of the By-Laws of Sturm, Ruger & Company, Inc. (the "Corporation") and § 141(d) of the Delaware General Corporation Law, the Board of Directors desires to amend the By-laws of the Corporation to create the position of Vice-Chairman of the Board of Directors;

NOW, THEREFORE, BE IT RESOLVED, that Section 5 of Article 4 of the By-laws is hereby deleted in its entirety and replaced with the following:

“ Section 5. Chairman of the Board, Vice- Chairman, President and Chief Executive Officer

The Chairman of the Board shall be an independent, non-management Director, shall preside at all meetings of the shareholders and Directors, including the executive sessions of non-management Directors, and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.  An independent, non-management Director shall be elected as Vice-Chairman of the Board by the non-management Directors, and shall preside at meetings of the shareholders and Directors in the absence or disability of the Chairman of the Board and shall have such other duties as may be prescribed from time to time by the Board.

The President shall be the chief executive officer of the Corporation, unless a separate Chief Executive Officer has been so designated by the Board  The Chief Executive Officer shall have general supervision and direction of the business of the Corporation, including supervision of the other officers of the Corporation, shall have all the general powers and duties usually vested in the chief executive officer of a corporation, shall see that all orders and resolutions of the Board are carried into effect and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.  If a separate Chief Executive Officer is designated by the Board, the President shall have such powers and duties as may be prescribed from time to time by the Board .”

AND BE IT FURTHER RESOLVED, that the Board of Directors authorizes, empowers and directs the officers of the Corporation, and each of them individually, in the name of and on behalf of the Corporation, to do and perform all such further acts and things, to execute all such further certificates, agreements, instruments, drafts, receipts or other papers and to make all disbursements, payments or filings as he or she may in his or her sole and absolute discretion deem necessary or appropriate to carry out, comply with and effectuate the purposes and intent of the foregoing resolutions and the transactions contemplated thereby and that the authority of each such officer to execute and deliver such documents and instruments or to take such actions shall be conclusively evidenced by the execution and delivery thereof or the taking thereof.

*  *  *  *

EX-99.1

EXHIBIT 99.1

STURM, RUGER & CO., INC. SOUTHPORT, CONNECTICUT 06890 U.S.A.

FOR IMMEDIATE RELEASE

STURM, RUGER & COMPANY, INC. NAMES

C. MICHAEL JACOBI CHAIRMAN OF THE BOARD

SOUTHPORT, CONNECTICUT, April 29, 2010—Sturm, Ruger & Company, Inc. (NYSE-RGR) is pleased to announce the appointment of C. Michael Jacobi as the Chairman of its Board of Directors.  Mr. Jacobi replaces former Chairman of the Board Vice Admiral James E. Service, U.S. Navy (ret.) who will remain on the Board as its Chairman Emeritus.

Mr. Jacobi has been a member of the Board of Directors since 2006 and had served as the Chairman of the Audit Committee of the Board of Directors since 2008.  Phillip C. Widman was appointed to replace Mr. Jacobi as the Chairman of the Audit Committee.

About Sturm, Ruger

Sturm, Ruger was founded in 1949 and is one of the nation’s leading manufacturers of high-quality firearms for the commercial sporting market.  Sturm, Ruger is headquartered in Southport, CT, with manufacturing facilities located in Newport, NH and Prescott, AZ.

The Company may, from time to time, make forward-looking statements and projections concerning future expectations.  Such statements are based on current expectations and are subject to certain qualifying risks and uncertainties, such as market demand, sales levels of firearms, anticipated castings sales and earnings, the need for external financing for operations or capital expenditures, the results of pending litigation against the Company including lawsuits filed by mayors, attorneys general and other governmental entities and membership organizations, the impact of future firearms control and environmental legislation, and accounting estimates, any one or more of which could cause actual results to differ materially from those projected.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made.  The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.

EX-99.2

EXHIBIT 99.2

April 28, 2010

CHANGE IN NUMBER OF DIRECTORS

RESOLVED, that effective as of April 28, 2010, pursuant to Article 3, Section 2 of the By-Laws of the Corporation, the number of Directors constituting the entire Board of Directors of the Corporation shall be decreased to seven (7) until such time as the number is increased or decreased by resolution of the Board of Directors.

EX-99.3

EXHIBIT 99.3

April 28, 2010

APPROVAL OF AMENDMENT TO STURM, RUGER & COMPANY, INC.

AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN

WHEREAS, the Board of Directors desires to amend the Sturm, Ruger & Company, Inc. 2007 Stock Incentive Plan (the "Plan") pursuant to Section 13 of the Plan,

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors deems it advisable and in the best interests of the Company to amend Section 2 of the Plan to include the following definition:

“Award Date” shall mean the fourth business day following the Company's release of a quarterly report on Form 10-Q or 10-K.

And be it further RESOLVED to amend Section 4 to add a new subsection “(e)” which reads in its entirety as follows:

(e)  Award Date.  Except as otherwise determined by the Committee, each Award made under the Plan shall have its date of grant on an Award Date.

And be it further RESOLVED to amend and restate Sections 11(a) and 11(b) of the Plan in their entirety to read as follows:

“Annual Grants.  Each Non-Employee Director shall receive a grant of Restricted Stock on the Effective Date and as of the next Award Date to occur on or after each subsequent Annual Meeting of Stockholders of the Company.

Amount of Restricted Stock.  The Restricted Stock Award granted pursuant to Section 11(a) shall consist of shares of Stock with an aggregate Grant Date Value equal (in US dollars) to the product of (i) such Non-Employee Director's annual retainer compensation (as determined pursuant to the Board of Directors approved fee schedule) and (ii) 1/3.  If an individual becomes a Non-Employee Director during a Plan Year on a date other than the date of the Annual Meeting for such Plan Year, such Non-Employee Director shall be granted a Restricted Stock Award under Section 11(a) on the first Award Date following the date he becomes a Non-Employee Director which shall consist of shares of Stock with an aggregate Grant Date Value calculated in accordance with the above but reduced pro-rata to reflect the portion of the Plan Year that has elapsed prior to the date on which he became a Non-Employee Director”;  

And be it further RESOLVED, that the Board of Directors hereby approves and adopts the above amendments; and be it further

RESOLVED, that the Board of Directors authorizes, empowers and directs the officers of the Company, and each of them individually, in the name of and on behalf of the Company, to do and perform all such further acts and things, to execute all such further certificates, agreements, instruments, drafts, receipts or other papers and to make all disbursements, payments or filings as he or she may in his or her sole and absolute discretion deem necessary or appropriate to carry out, comply with and effectuate the purposes and intent of the foregoing resolutions and the transactions contemplated thereby, and that the authority of each such officer to execute and deliver such documents and instruments or to take such actions shall be conclusively evidenced by the execution and delivery thereof or the taking thereof.

EX-99.4

EXHIBIT 99.4

STURM RUGER & COMPANY INC
Proxy Tabulation Report
ANNUAL MEETING
Eligible Votes :	19,111,650.00
Voted Total :	16,537,267.00
Voted Total (%) :	86.53
Proxies Cast Total :	316
Vote Details
Proposal	Vote type	Voted	Voted (%)	O/S (%)
JAMES E SERVICE	For	12,299,255	98.93	64.36
	Withheld	132,565	1.07	0.69
	Non Votes	4,105,447		21.48
MICHAEL O FIFER	For	12,342,117	99.28	64.58
	Withheld	89,703	0.72	0.47
	Non Votes	4,105,447		21.48
JOHN A COSENTINO JR	For	12,339,057	99.25	64.56
	Withheld	92,763	0.75	0.49
	Non Votes	4,105,447		21.48
C MICHAEL JACOBI	For	12,265,372	98.66	64.18
	Withheld	166,448	1.34	0.87
	Non Votes	4,105,447		21.48
AMIR P ROSENTHAL	For	12,314,579	99.06	64.44
	Withheld	117,241	0.94	0.61
	Non Votes	4,105,447		21.48
RONALD C WHITAKER	For	12,337,508	99.24	64.56
	Withheld	94,312	0.76	0.49
	Non Votes	4,105,447		21.48
PHILLIP C WIDMAN	For	12,333,562	99.21	64.54
	Withheld	98,258	0.79	0.51
	Non Votes	4,105,447		21.48
AUDITORS	For	16,437,830	99.4	86.01
	Against	21,777	0.13	0.11
	Abstain	77,660	0.47	0.41
	Non Votes	-		0