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SMITH WESSON BRANDS INC

For the period ended Aug 6, 2024. Filed Aug 6, 2024.

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About this filing

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

SWBI$14.47+0.9%Stored close · as of Nov 6, 2026
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Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. You should read this entire Proxy Statement carefully before voting. In this Proxy Statement, Smith & Wesson Brands, Inc. (together with its subsidiaries) is referred to as "the Company," "we," "us," or "our."

MEETING INFORMATION
Time and Date10:00 a.m., Eastern Time, on Tuesday, September 17, 2024
LocationOnline via webcast at www.virtualshareholdermeeting.com/SWBI2024
Record DateJuly 26, 2024
MEETING AGENDA
Proposals · BoardRecommendation · Page
1.Election of DirectorsFOR each nominee3
2.Advisory Vote to Approve Executive CompensationFOR16
3.Stockholder ProposalAGAINST45
NameAgeDirectorSinceExperienceCommitteeMembershipsOther PublicCompany Boards
Anita D. Britt *612018Former CFO of Perry Ellis International, Inc.AC **, CC, SC3
Fred M. Diaz *582021Former President and CEO of Mitsubishi Motor North America, Inc.CC, SC**3
Michelle J. Lohmeier*612023Former Strategic Advisor to CEO of Spirit AeroSystems, Inc.CC, SC1
Barry M. Monheit *772004Former President of Financial ConsultingDivision of FTI ConsultingCC **, NCG1
Robert L. Scott *§781999Former President of a predecessor of Smith & Wesson Brands, Inc.AC, NCG0
Mark P. Smith482020President and CEO of Smith & Wesson Brands, Inc.-0
Denis G. Suggs *582021CEO of LCP Transportation LLCAC, NCG**1
  • =Independent Nominee; ** =Committee Chair; §= Chairman

AC = Audit Committee; CC = Compensation Committee; SC = Sustainability Committee; NCG = Nominations and Corporate Governance Committee

2024 Proxy Statement I 1

Proxy Statement Summary

KEY ACCOMPLISHMENTS

Our key accomplishments for the fiscal year ended April 30, 2024 (“fiscal 2024”) include the following:

Opened Our New Headquarters in TennesseeIn fiscal 2024, our capital allocation strategy continued to focus on investments in our business associated with the move of our headquarters and significant elements of our operations to Maryville, Tennessee (the “Relocation”). Since announcing the Relocation, we have spent $182.9 million in aggregate on the Relocation, with $70.7 million spent in fiscal 2024. In October 2023, we hosted a grand opening celebration at our new headquarters, attracting more than 5,000 attendees and raising approximately $170,000 for local charities. Once we complete the Relocation, we will be positioned to deliver improved operating and financial performance, in part, due to the realization of certain distribution and manufacturing efficiencies.

GOVERNANCE HIGHLIGHTS

Board Refreshment

We recognize the importance of board refreshment. More than 70% of our director nominees have joined our board of directors (the "Board") since 2018, demonstrating the Board’s commitment to refreshment, including with independent nominees who provide perspectives and experience to support our strategy. Of our seven director nominees, two are women, one is a racial minority, and one is an ethnic minority.

Right to Call Special Meetings

At the annual meeting of stockholders held on September 19, 2023 (the “2023 Annual Meeting”), 99% of votes cast were in favor of a management proposal to give stockholders owning a combined 25% of our outstanding shares of common stock the right to request a special meeting. In response to these voting results, among other considerations, in March 2024 the Board adopted amendments to our Amended and Restated Bylaws (our “Bylaws”) to provide for this right.

Risk Oversight

Given the nature of our business, the Board remains focused on overseeing risk management. In addition to the Audit Committee receiving periodic presentations on enterprise risk management, during fiscal 2024, the Sustainability Committee discussed the campaign against the firearm industry at each of its meetings.

Stockholder Engagement

We recognize the importance of stockholder engagement. In addition to our regular, year-round stockholder engagement initiatives, prior to the 2023 Annual Meeting, we met with certain of our largest stockholders to discuss, among other things, two management proposals and two stockholder proposals. In the first half of 2024, we again met with certain of our largest stockholders. We used these meetings to, among other things, provide an update on the progress we have made on various corporate governance initiatives.

COMPENSATION HIGHLIGHTS

Pay for Performance

Our executive compensation program emphasizes our pay-for-performance philosophy. For fiscal 2024:

100% of our named executive officers’ (“NEOs”) annual cash incentive goals were tied to company performance (Net Sales and Adjusted EBITDAS). Adjusted EBITDAS also served as the threshold for which the failure to achieve this performance metric would result in no bonus payments regardless of the achievement of the other performance metric.

60% of our NEOs’ stock-based award value was tied to our performance, as reflected by relative total shareholder return value.

Our NEOs received 71% of their target annual cash incentive for fiscal 2024 based on our Net Sales and Adjusted EBITDAS performance.

Our NEOs who received a stock-based award in 2021 received none of the target shares of common stock for the performance-based restricted stock unit (“PSU”) portion of the award because we failed to meet the minimum performance requirements.

2 I 2024 Proxy Statement

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