Submission of Matters to a Vote of Security Holders - Form 8-K

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 1, 2023

STURM, RUGER & COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation)

001-10435 (Commission File Number)

06-0633559 (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 5.07

Submission of Matters to a Vote of Security Holders

At the Company's Annual Meeting of Stockholders on June 1, 2023 (the "Annual Meeting"), the Company's stockholders voted on the following six proposals and cast their votes as described below.

Proposal 1

The individuals listed below were elected at the Annual Meeting to serve a one-year term on the Company's Board of Directors.

		Votes For		Votes Withheld
John A. Cosentino, Jr.			10,926,828				373,922
Michael O. Fifer			11,076,398				224,352
Sandra S. Froman			7,372,384				3,928,366
Rebecca S. Halstead			10,104,932				1,195,818
Christopher J. Killoy			11,101,978				198,772
Terrence G. O'Connor			10,091,061				1,209,689
Amir P. Rosenthal			9,910,626				1,390,124
Ronald C. Whitaker			9,202,371				2,098,379
Phillip C. Widman			9,268,092				2,032,658
Non-Votes on each nominee: 3,466,519

Proposal 2

Proposal 2 was a management proposal to ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for 2023, as described in the proxy materials. This proposal was approved.

Votes For		Against		Abstain		Non-Votes
	14,603,994				96,047				67,228				-

Proposal 3

Proposal 3 was a proposal to approve the Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan, as described in the proxy materials. This proposal was approved.

Votes For		Against		Abstain		Non-Votes
	10,888,681				329,767				82,302				3,466,519

Proposal 4

Proposal 4 was a management proposal to hold an advisory vote on the compensation of the Company's named executive officers.

Votes For		Against		Abstain		Non-Votes
	10,912,837				299,688				88,225				3,466,519

Proposal 5

Proposal 5 was a management proposal regarding the frequency of future advisory votes on the compensation of the Company's named executive officers. A majority of the votes were cast in favor of "1 year."

Votes For 1 Year		Votes For 2 Years		Votes For 3 Years		Abstain		Non-Votes
	11,002,155				60,074				197,173				41,348				3,466,519

Based on these results, and consistent with the Company's recommendation, the Board of Directors has determined that the Company will hold an advisory vote on executive compensation every year.

Proposal 6

Proposal 6 was a shareholder proposal seeking an assessment of Company advertising and marketing practices, as described in the proxy materials.

Votes For		Against		Abstain		Non-Votes
	2,973,061				8,239,567				88,122				3,466,519

The text included with this Current Report on Form 8-K is available on our website located at Ruger.com/corporate, although we reserve the right to discontinue that availability at any time.

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 2, 2023

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