Smith & Wesson (NASDAQ: SWBI) 2025 meeting backs board, pay and KPMG

Rhea-AI Filing Summary

Smith & Wesson Brands, Inc. reported the results of its annual stockholder meeting held on September 15, 2025. Stockholders elected all seven director nominees, with votes for each candidate ranging from about 17.3 million to 17.6 million, and broker non-votes of 12,571,781 for each director.

Stockholders approved the non-binding advisory "say-on-pay" vote on executive compensation for fiscal 2025, with 16,458,436 votes for, 1,501,908 against, 222,562 abstentions, and 12,571,781 broker non-votes. They also ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal 2026, receiving 29,688,661 votes for, 689,248 against, and 376,778 abstentions.

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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): September 15, 2025

Smith & Wesson Brands, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-31552		87-0543688
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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 Symbol(s)		Name of each exchange on which registered
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, 2025, 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 2025 (“say-on-pay”); and (3) to ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2026.

1. The following directors were elected at the annual meeting:

Director		Votes For					Votes Withheld					Broker Non-Votes
Anita D. Britt				17,522,546					660,360					12,571,781
Fred M. Diaz				17,629,563					553,343					12,571,781
Michelle J. Lohmeier				17,629,020					553,886					12,571,781
Barry M. Monheit				17,451,107					731,799					12,571,781
Robert L. Scott				17,425,158					757,748					12,571,781
Mark P. Smith				17,635,820					547,086					12,571,781
Denis G. Suggs				17,320,734					862,172					12,571,781

2. Our stockholders approved the say-on-pay proposal.

		Votes For					Votes Against					Abstentions					Broker Non-Votes
Say-on-pay proposal				16,458,436					1,501,908					222,562					12,571,781

3. Our stockholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2026.

Votes For

Votes Against

Abstentions

Broker Non-Votes

Ratification of KPMG LLP as independent registered public accounting firm

29,688,661

689,248

376,778

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 17, 2025				By:		/s/ Deana L. McPherson
						Deana L. McPherson
						Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary

FAQ

What did Smith & Wesson Brands, Inc. (SWBI) stockholders vote on at the 2025 annual meeting?

Stockholders voted to elect directors, to approve a non-binding advisory say-on-pay resolution on executive compensation for fiscal 2025, and to ratify KPMG LLP as the independent registered public accounting firm for fiscal 2026.

Were all Smith & Wesson Brands, Inc. (SWBI) director nominees elected in 2025?

Yes. All seven nominees, including Anita D. Britt, Fred M. Diaz, Michelle J. Lohmeier, Barry M. Monheit, Robert L. Scott, Mark P. Smith, and Denis G. Suggs, were elected with votes for each nominee between about 17.3 million and 17.6 million and 12,571,781 broker non-votes.

How did Smith & Wesson Brands, Inc. (SWBI) stockholders vote on the 2025 say-on-pay proposal?

The 2025 executive compensation say-on-pay proposal received 16,458,436 votes for, 1,501,908 votes against, and 222,562 abstentions, with 12,571,781 broker non-votes, and was approved on a non-binding advisory basis.

Did Smith & Wesson Brands, Inc. (SWBI) ratify KPMG LLP as its auditor for fiscal 2026?

Yes. Stockholders ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026 with 29,688,661 votes for, 689,248 against, and 376,778 abstentions.

Were there broker non-votes in the Smith & Wesson Brands, Inc. (SWBI) 2025 annual meeting results?

Yes. For the director elections and the say-on-pay proposal, there were 12,571,781 broker non-votes recorded on each of those items.

Who signed the Smith & Wesson Brands, Inc. (SWBI) report summarizing the 2025 annual meeting results?

The report was signed by Deana L. McPherson, Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary of Smith & Wesson Brands, Inc.