Smith & Wesson holders back board, pay plan

Smith & Wesson Brands, Inc. stockholders elected all director nominees, backed 2026 executive pay on an advisory basis, and ratified KPMG LLP as auditor for fiscal 2027.

Rhea-AI Filing Summary

SMITH & WESSON BRANDS, INC. (SWBI) reported the results of its September 15, 2026 annual meeting of stockholders. Stockholders elected six directors—Anita D. Britt, Michelle J. Lohmeier, Barry M. Monheit, Robert L. Scott, Mark P. Smith, and Denis G. Suggs—with each receiving over 24.5 million votes in favor and approximately 9.2 million broker non-votes.

Stockholders approved the non-binding advisory "say-on-pay" vote on fiscal 2026 compensation for named executive officers, with 24,394,960 votes for, 465,311 against, 259,418 abstentions, and 9,247,097 broker non-votes. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for fiscal 2027, with 33,650,995 votes for, 396,902 against, and 318,889 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for say-on-pay: 24,394,960 votes Votes for KPMG LLP ratification: 33,650,995 votes Votes for director Mark P. Smith: 24,829,547 votes +3 more

6 metrics

Votes for say-on-pay 24,394,960 votes Non-binding advisory vote on 2026 executive compensation

Votes for KPMG LLP ratification 33,650,995 votes Ratification as independent registered public accounting firm for fiscal 2027

Votes for director Mark P. Smith 24,829,547 votes Election as director at the 2026 annual meeting

Broker non-votes on director elections 9,247,097 votes Broker non-votes reported for each director nominee

Votes against say-on-pay 465,311 votes Opposing the advisory compensation proposal

Votes against auditor ratification 396,902 votes Opposing KPMG LLP as auditor for fiscal 2027

Key Terms

non-binding, advisory vote, broker non-votes, independent registered public accounting firm, say-on-pay proposal

4 terms

non-binding, advisory vote regulatory

"to provide a non-binding, advisory vote on the compensation of our named"

broker non-votes financial

"Votes Withheld | | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"Ratification of KPMG LLP as independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

say-on-pay proposal financial

"Say-on-pay proposal | | | 24,394,960"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SWBI stockholders approve at the September 15, 2026 annual meeting?

Stockholders elected six directors, approved the non-binding say-on-pay advisory vote on 2026 executive compensation, and ratified KPMG LLP as the independent registered public accounting firm for fiscal 2027.

How did SWBI stockholders vote on the 2026 say-on-pay proposal?

The say-on-pay proposal received 24,394,960 votes for, 465,311 against, 259,418 abstentions, and 9,247,097 broker non-votes, so the advisory resolution on executive compensation for fiscal 2026 was approved.

Were all SWBI director nominees elected at the 2026 annual meeting?

Yes. Each of the six nominees—Anita D. Britt, Michelle J. Lohmeier, Barry M. Monheit, Robert L. Scott, Mark P. Smith, and Denis G. Suggs—was elected, with over 24.5 million votes for and approximately 9.2 million broker non-votes for each.

What were the vote results on ratifying KPMG LLP for SWBI’s fiscal 2027 audit?

The ratification of KPMG LLP as SWBI’s independent registered public accounting firm for fiscal 2027 received 33,650,995 votes for, 396,902 against, and 318,889 abstentions, with no broker non-votes reported.

What exchange is SWBI common stock listed on and under what symbol?

SWBI’s common stock, par value $0.001 per share, is listed on the Nasdaq Global Select Market under the trading symbol SWBI.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 04:18 PM Accepted by SEC EDGAR 09/16/2026 - 04:17 PM Learn about SEC filing dates

false 0001092796 0001092796 2026-09-15 2026-09-15

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 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, 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

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB