UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| (Address of Principal Executive Offices) | (Zip Code) |
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 |
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. ¨
1
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Company’s Annual Meeting of Stockholders on May 12, 2021 (the “Annual Meeting”), the Company’s stockholders voted on the following three 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. | 10,642,096 | 272,678 | ||||||
| Michael O. Fifer | 10,773,815 | 140,959 | ||||||
| Sandra S. Froman | 10,596,776 | 317,998 | ||||||
| C. Michael Jacobi | 7,191,875 | 3,722,899 | ||||||
| Christopher J. Killoy | 10,808,612 | 106,162 | ||||||
| Terrence G. O’Connor | 8,149,411 | 2,765,363 | ||||||
| Amir P. Rosenthal | 8,106,310 | 2,808,464 | ||||||
| Ronald C. Whitaker | 10,744,983 | 169,791 | ||||||
| Phillip C. Widman | 10,758,009 | 156,765 | ||||||
| Non-Votes on each nominee: 3,241,650 | ||||||||
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 2021 as described in the proxy materials. This proposal was approved.
| Votes For | Against | Abstain | Non-Votes | ||||
| 14,023,313 | 92,505 | 40,606 | 0 |
Proposal 3
Proposal 3 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 | ||||
| 10,346,793 | 516,867 | 51,114 | 3,241,650 |
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.
2
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: May 13, 2021
3