SMITH WESSON BRANDS INC
For the period ended Aug 6, 2024. Filed Aug 6, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 6, 2024 · Filed Aug 6, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
Smith & Wesson Brands, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
MEETING AND PROXY STATEMENT 2022 NOTICE OF ANNUAL STOCKHOLDER MEETING AND PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date:Tuesday,September 17, 2024 | Time:10 a.m. Eastern Time | Location:www.virtualshareholdermeeting.com/SWBI2024 |
The Annual Meeting of Stockholders of Smith & Wesson Brands, Inc., a Nevada corporation, will be held at 10:00 a.m., Eastern Time, on Tuesday, September 17, 2024 (the “2024 Annual Meeting”). The 2024 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2024 Annual Meeting, vote, and submit your questions during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/SWBI2024 and entering the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.
The 2024 Annual Meeting will be held for the following purposes:
| ITEMS OF BUSINESS | |
|---|---|
| 1 | Election of directors |
| 2 | Advisory vote to approve executive compensation ("say-on-pay") |
| 3 | Stockholder proposal, if properly presented |
| And such other business as may properly come before the 2024 Annual Meeting or any adjournment or postponement thereof. | |
Stockholders of record at the close of business on July 26, 2024 may vote at the 2024 Annual Meeting.
These proxy materials were first made available to our stockholders on the internet on August 6, 2024.
Sincerely,
Kevin A. Maxwell
Senior Vice President,
General Counsel, Chief Compliance Officer, and Secretary
August 6, 2024
Table of Contents
| Proxy Statement Summary | 1 |
|---|---|
| Board And Governance Matters | 3 |
| Proposal One – Election of Directors | 3 |
| Compensation Matters | 16 |
| Proposal Two – Advisory Vote on Executive Compensation | 16 |
| Compensation Discussion And Analysis | 17 |
| Executive Compensation | 30 |
| Audit Matters | 43 |
| Stockholder Proposal | 45 |
| Proposal Three – Stockholder Proposal | 45 |
| Other Important Information | 50 |
| Beneficial Ownership of Common Stock | 50 |
| Delinquent Section 16(a) Reports | 51 |
| Frequently Asked Questions Regarding the 2024 Annual Meeting and Voting | 51 |
| Stockholder Proposals or Director Nominations for 2025 Annual Meeting | 54 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.