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0000095029
STURM RUGER & CO INC
0000095029
2025-06-19
2025-06-19
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iso4217:USD
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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)
June 19, 2025
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 |
|
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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2025, the Board
of Directors (the “Board”) of Sturm, Ruger & Company, Inc. (the “Company”), pursuant to the Company’s
Amended and Restated By-Laws (as defined below), expanded the size of the Board to ten (10) directors from nine (9) directors, and elected
Bruce Pettet to fill the vacancy on the Board created through such increase in the size of the Board, effective immediately. Mr. Pettet
currently serves as the President & CEO of Leupold & Stevens, Inc., on the Board of Governors for the National Shooting Sports
Foundation and the Rocky Mountain Elk Foundation (RMEF), and on the Board of Directors for Stimson Lumber Company.
The Board has not yet appointed
Mr. Pettet to serve on any Board committees or made any determination about Mr. Pettet’s future Board committee appointments. The
Board has determined that Mr. Pettet is an “independent” director under the independence requirements of the New York Stock
Exchange, as well as the Company’s corporate board governance guidelines.
As a non-management director,
Mr. Pettet will participate in the Company’s standard compensation program for non-management directors, in accordance with the
policies and procedures previously approved by the Board for non-management directors, as disclosed in the Company’s most recent
Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2025.
There are no arrangements
between Mr. Pettet and any other person pursuant to which Mr. Pettet was elected to serve as a director of the Company, nor are there
any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Pettet has a material interest.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 19, 2025, the Board
amended and restated the Company’s by-laws (as so amended and restated, the “Amended and Restated By-Laws”), effective
as of the same date. The Amended and Restated By-Laws modified the provisions of Article 3, Section 2 of the Company’s by-laws to
increase the maximum size of the Board to ten (10) directors. The Company’s by-laws had previously provided that the maximum size
of the Board was nine (9) directors.
The foregoing description
of the amendment to the Company’s by-laws does not purport to be complete, and is qualified in its entirety by reference to the
full text of the Amended and Restated By-Laws, as set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Amended and Restated By-Laws of the Company, as of June 19, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded with 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/ Thomas A, Dineen |
| |
|
Name: |
Thomas A. Dineen |
| |
|
Title: |
Principal Financial Officer, |
| |
|
Principal Accounting Officer, |
| |
|
Senior Vice President, Treasurer and |
| |
|
Chief Financial Officer |
Dated: June 20, 2025
2
