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)

May 30, 2024

 

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)

 

(203) 259-7843

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

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):

¨

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

¨

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

¨

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

¨

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	RGR	NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Item 5.07

Submission of Matters to a Vote of Security Holders

 

At the Company’s Annual Meeting of Stockholders on May 30, 2024 (the “Annual Meeting”), the Company’s stockholders voted on the following three proposals and cast their votes as described below.

 

Proposal 1

 

The individuals listed below were elected at the Annual Meeting to serve a one-year term on the Company’s Board of Directors.

 

		Votes For				Votes Withheld
John A. Cosentino, Jr.			11,059,449				247,410
Michael O. Fifer			11,113,013				193,846
Sandra S. Froman			8,466,894				2,839,965
Rebecca S. Halstead			11,105,103				201,756
Christopher J. Killoy			11,142,769				164,090
Terrence G. O’Connor			11,102,817				204,042
Amir P. Rosenthal			10,865,679				441,180
Ronald C. Whitaker			10,989,566				317,293
Phillip C. Widman			11,113,500				193,359

Non-Votes on each nominee: 3,183,329

 

Proposal 2

 

Proposal 2 was a management proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2024, as described in the proxy materials. This proposal was approved.

Votes For				Against				Abstain				Non-Votes
	14,342,071				94,945				53,172				—

 

Proposal 3

 

Proposal 3 was a management proposal to hold an advisory vote on the compensation of the Company’s named executive officers.

Votes For				Against				Abstain				Non-Votes
	10,904,241				281,197				121,421				3,183,329

 

The text included with this Current Report on Form 8-K is available on our website located at Ruger.com/corporate, although we reserve the right to discontinue that availability at any time.

 

 

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,
			Principal Accounting Officer,
			Senior Vice President, Treasurer and
			Chief Financial Officer

 

 

Dated: June 3, 2024