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STURM RUGER & CO INC
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2026-05-27
2026-05-27
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2026-05-27
2026-05-27
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2026-05-27
2026-05-27
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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 27, 2026
STURM, RUGER & COMPANY, INC.
(Exact
Name of Registrant as Specified in its Charter)
| delaware |
|
001-10435 |
|
06-0633559 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(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 |
|
New York Stock Exchange |
| Common Stock Purchase Rights |
|
N/A |
|
New York Stock Exchange |
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
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On
May 27, 2026, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s
Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value
$1.00 per share (the “Common Stock”) to 60 million shares. The Charter Amendment became effective upon its filing
with the Secretary of State of the State of Delaware on May 28, 2026. The foregoing description of the Charter Amendment is qualified
in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated
herein by reference.
ITEM
5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
(a)
On May 27, 2026 Sturm Ruger & Company, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the
“Annual Meeting”). As of April 13, 2026, the record date for the Annual Meeting, there were 15,948,066 outstanding
shares of the Company’s Common Stock, consisting all of the outstanding voting securities of the Company. At the Annual Meeting,
the holders of 14,188,635 shares were represented either in person or by proxy.
(b)
At the Annual Meeting, the stockholders voted on the following items:
1.
Proposal One - To elect nine (9) directors to the Board of Directors of the Company (the “Board”) to hold office until
the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The voting results for each nominee
were as shown below:
| Name | |
For | | |
Withheld | |
| John A. Cosentino, Jr. | |
| 9,560,455 | | |
| 902,483 | |
| Terrence G. O’Connor | |
| 9,622,947 | | |
| 839,991 | |
| Bruce T. Pettet | |
| 9,833,884 | | |
| 629,054 | |
| Aaron R. Rivers | |
| 10,181,221 | | |
| 281,717 | |
| Amir P. Rosenthal | |
| 9,462,228 | | |
| 1,000,710 | |
| Todd W. Seyfert | |
| 9,701,535 | | |
| 761,403 | |
| Stephen J. Timm | |
| 10,204,527 | | |
| 258,411 | |
| Phillip C. Widman | |
| 9,662,114 | | |
| 800,824 | |
| Lorin Cassidy Wolfe | |
| 10,182,903 | | |
| 280,035 | |
Each
director nominee named above was elected at the Annual Meeting. There were 3,725,697 broker non-votes on each nominee.
2.
Proposal Two - To vote to ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending
December 31, 2026. This proposal was approved by the votes indicated below:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 13,826,007 |
|
280,029 |
|
82,599 |
|
0 |
3.
Proposal Three - To vote to approve on an advisory basis, the compensation of the Company’s named executive officers. This proposal
was approved by the votes indicated below:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 10,068,005 |
|
318,128 |
|
82,411 |
|
3,720,091 |
4.
Proposal Four - To vote to approve an Amendment to the Company’s Certificate of Incorporation to increase the number of authorized
shares of Common Stock of the Company, par value $1.00 per share, from 40 million to 60 million shares. This proposal was approved by
the votes indicated below:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 12,470,848 |
|
1,613,141 |
|
104,646 |
|
0 |
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate
of Amendment of the Certificate of Incorporation, as amended, of Sturm, Ruger & Company,
Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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/
Sarah F. Colbert |
| |
Name:
|
Sarah
F. Colbert |
| |
Title: |
Senior
Vice President, |
| |
|
Corporate
Secretary and General Counsel |
| |
|
|
| Dated: May
28, 2026 |
|
|