SMITH & WESSON BRANDS, INC.
For the period ended Aug 5, 2025. Filed Aug 5, 2025.
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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 5, 2025 · Filed Aug 5, 2025
Contents
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 Date | 10:00 a.m., Eastern Time, on Monday, September 15, 2025 |
| Location | Online via webcast at www.virtualshareholdermeeting.com/SWBI2025 |
| Record Date | July 25, 2025 |
| MEETING AGENDA | |
| Proposals · BoardRecommendation · Page | |||
|---|---|---|---|
| 1. | Election of Directors | FOR each nominee | 3 |
| 2. | Advisory Vote on Executive Compensation | FOR | 17 |
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 44 |
| Name | Age | DirectorSince | Experience | CommitteeMemberships | Other PublicCompany Boards |
|---|---|---|---|---|---|
| Anita D. Britt * | 62 | 2018 | Former CFO of Perry Ellis International, Inc. | AC **, CC, SC | 2 |
| Fred M. Diaz * | 59 | 2021 | Former President and CEO of Mitsubishi Motor North America, Inc. | CC, SC** | 3 |
| Michelle J. Lohmeier* | 62 | 2023 | Former Strategic Advisor to CEO of Spirit AeroSystems, Inc. | AC, CC, SC | 1 |
| Barry M. Monheit * | 78 | 2004 | Former President of Financial ConsultingDivision of FTI Consulting | CC **, NCG | 1 |
| Robert L. Scott *§ | 79 | 1999 | Former President of a predecessor of Smith & Wesson Brands, Inc. | AC, NCG | 0 |
| Mark P. Smith | 49 | 2020 | President and CEO of Smith & Wesson Brands, Inc. | - | 0 |
| Denis G. Suggs * | 59 | 2021 | CEO of LCP Transportation LLC | AC, NCG** | 1 |
- =Independent Nominee; ** =Committee Chair; §= Chairman
AC = Audit Committee; CC = Compensation Committee; SC = Sustainability Committee; NCG = Nominations and Corporate Governance Committee
2025 Proxy Statement I 1
Proxy Statement Summary
KEY ACCOMPLISHMENTS
Our key accomplishments for the fiscal year ended April 30, 2025 (“fiscal 2025”) include the following:
Executed Disciplined Capital Allocation StrategyIn fiscal 2025,•We returned $48.6 million to stockholders through dividends ($23.1 million) and share repurchases ($25.5 million)•We invested $21.6 million in capital expenditures.
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.
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 2025, 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 annual meeting of stockholders held on September 17, 2024 (the “2024 Annual Meeting”), we met with certain of our largest stockholders to discuss, among other things, the stockholder proposal that was included in our proxy materials for the 2024 Annual Meeting and the progress we have made on various corporate governance initiatives. In the first half of 2025, 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 2025:
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.
50% of our NEOs’ stock-based award value was tied to Company performance, as reflected by Adjusted EBITDAS Growth (as defined herein), subject to a modifier based on relative total shareholder return (“rTSR”) value.
Our NEOs received no annual cash incentive for fiscal 2025 because we failed to achieve the threshold target for Adjusted EBITDAS.
Our NEOs received none of the target shares of common stock for the performance-based restricted stock unit (“PSU”) portion of the stock-based award in 2022 because we failed to meet the minimum performance requirements.
2 I 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.