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): September 15, 2026
Smith & Wesson Brands, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-31552 | 87-0543688 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
1852 Proffitt Springs Road
Maryville, Tennessee 37801
(Address of principal executive offices) (Zip Code)
(800) 331-0852
(Registrant’s telephone number, including area code)
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 |
Name of each exchange | ||
| Common Stock, Par Value $0.001 per Share | SWBI | Nasdaq Global Select Market |
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. |
On September 15, 2026, we held our annual meeting of stockholders to consider and vote upon the following proposals: (1) to elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified; (2) to provide a non-binding, advisory vote on the compensation of our named executive officers for fiscal 2026 (“say-on-pay”); and (3) to ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2027.
| 1. | The following directors were elected at the annual meeting: |
| Director |
Votes For | Votes Withheld | Broker Non-Votes |
|||||||||
| Anita D. Britt |
24,712,610 | 407,079 | 9,247,097 | |||||||||
| Michelle J. Lohmeier |
24,825,441 | 294,248 | 9,247,097 | |||||||||
| Barry M. Monheit |
24,752,010 | 367,679 | 9,247,097 | |||||||||
| Robert L. Scott |
24,575,921 | 543,768 | 9,247,097 | |||||||||
| Mark P. Smith |
24,829,547 | 290,142 | 9,247,097 | |||||||||
| Denis G. Suggs |
24,628,438 | 491,251 | 9,247,097 | |||||||||
| 2. | Our stockholders approved the say-on-pay proposal. |
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Say-on-pay proposal |
24,394,960 | 465,311 | 259,418 | 9,247,097 | ||||||||||||
| 3. | Our stockholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2027. |
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Ratification of KPMG LLP as independent registered public accounting firm |
33,650,995 | 396,902 | 318,889 | n/a | ||||||||||||
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.
| SMITH & WESSON BRANDS, INC. | ||||||
| Date: September 16, 2026 | By: | /s/ Deana L. McPherson | ||||
| Deana L. McPherson | ||||||
| Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary | ||||||