SMITH & WESSON BRANDS, INC.
For the period ended Sep 15, 2026. Filed Aug 6, 2026.
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Sep 15, 2026 · Filed Aug 6, 2026
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 Tuesday, September 15, 2026 |
| Location | Online via webcast at www.virtualshareholdermeeting.com/SWBI2026 |
| Record Date | July 24, 2026 |
| MEETING AGENDA | |
| Proposals · BoardRecommendation · Page | |||
|---|---|---|---|
| 1. | Election of Directors | FOR each nominee | 3 |
| 2. | Advisory Vote on Executive Compensation | FOR | 16 |
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 43 |
| Name | Age | DirectorSince | Experience | CommitteeMemberships | Other PublicCompany Boards |
|---|---|---|---|---|---|
| Anita D. Britt * | 63 | 2018 | Former CFO of Perry Ellis International, Inc. | AC **, CC, SC | 1 |
| Michelle J. Lohmeier* | 63 | 2023 | Former Strategic Advisor to CEO of Spirit AeroSystems, Inc. | AC, CC, SC | 1 |
| Barry M. Monheit * | 79 | 2004 | Former President of Financial ConsultingDivision of FTI Consulting | CC **, NCG | 1 |
| Robert L. Scott *§ | 80 | 1999 | Former President of a predecessor of Smith & Wesson Brands, Inc. | AC, NCG | 0 |
| Mark P. Smith | 50 | 2020 | President and CEO of Smith & Wesson Brands, Inc. | - | 0 |
| Denis G. Suggs * | 60 | 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
Note: the Board dissolved the Sustainability Committee effective April 30, 2026; SC membership reflects service on the Sustainability Committee during the fiscal year ended April 30, 2026 ("fiscal 2026") prior to dissolution.
2026 Proxy Statement I 1
Proxy Statement Summary
KEY ACCOMPLISHMENTS
Our key accomplishments for fiscal 2026 included the following:
Generated net sales of $523.8 million, an increase of $49.2 million, or 10.4% more than in the fiscal year ended April 30, 2025 ("fiscal 2025")•Generated $114.2 million of cash provided by operating activities, compared with $7.2 million of cash used in fiscal 2025•Returned $23.2 million to stockholders in dividends•Repaid $60.0 million on our revolving credit agreement•Opened the Smith & Wesson Academy, a state-of-the-art shooting facility.
GOVERNANCE HIGHLIGHTS
Board Refreshment
We recognize the importance of board refreshment. Two-thirds 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 2026, the Board discussed the campaign against the firearm industry at each of its regular quarterly 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 15, 2025 (the “2025 Annual Meeting”), we met with certain of our largest stockholders to discuss, among other things, 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 2026:
100% of our named executive officers’ (“NEOs”) annual cash incentive goals were tied to Company performance (Adjusted EBITDAS, Net Sales, and certain strategic goals). 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 metrics.
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 (other than Mr. Tengwall)received no increase in their base salaries.
Our NEOs received 121.8% of their annual cash incentive based on our performance with respect to Adjusted EBITDAS, Net Sales, and certain strategic goals.
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 2023 because we failed to meet the minimum performance requirements. This represented thefourth consecutive year that our NEOs did not receive any of the target shares of common stock for the PSU portion of the applicable stock-based awards, in each case because we failed to meet the applicable minimum share price performance requirements.
2 I 2026 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.