Sturm Ruger & Company Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On May 27, 2026, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”) to 60 million shares. The Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on May 28, 2026. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
(a) On May 27, 2026 Sturm Ruger & Company, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 13, 2026, the record date for the Annual Meeting, there were 15,948,066 outstanding shares of the Company’s Common Stock, consisting all of the outstanding voting securities of the Company. At the Annual Meeting, the holders of 14,188,635 shares were represented either in person or by proxy.
(b) At the Annual Meeting, the stockholders voted on the following items:
1. Proposal One - To elect nine (9) directors to the Board of Directors of the Company (the “Board”) to hold office until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The voting results for each nominee were as shown below:
| Name | For | Withheld | ||||||
| John A. Cosentino, Jr. | 9,560,455 | 902,483 | ||||||
| Terrence G. O’Connor | 9,622,947 | 839,991 | ||||||
| Bruce T. Pettet | 9,833,884 | 629,054 | ||||||
| Aaron R. Rivers | 10,181,221 | 281,717 | ||||||
| Amir P. Rosenthal | 9,462,228 | 1,000,710 | ||||||
| Todd W. Seyfert | 9,701,535 | 761,403 | ||||||
| Stephen J. Timm | 10,204,527 | 258,411 | ||||||
| Phillip C. Widman | 9,662,114 | 800,824 | ||||||
| Lorin Cassidy Wolfe | 10,182,903 | 280,035 | ||||||
Each director nominee named above was elected at the Annual Meeting. There were 3,725,697 broker non-votes on each nominee.
2. Proposal Two - To vote to ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026. This proposal was approved by the votes indicated below:
| For | Against | Abstain | Broker Non-Votes | |||
| 13,826,007 | 280,029 | 82,599 | 0 |
3. Proposal Three - To vote to approve on an advisory basis, the compensation of the Company’s named executive officers. This proposal was approved by the votes indicated below:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,068,005 | 318,128 | 82,411 | 3,720,091 |
4. Proposal Four - To vote to approve an Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company, par value $1.00 per share, from 40 million to 60 million shares. This proposal was approved by the votes indicated below:
| For | Against | Abstain | Broker Non-Votes | |||
| 12,470,848 | 1,613,141 | 104,646 | 0 |
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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/ Sarah F. Colbert | |
| Name: | Sarah F. Colbert | |
| Title: | Senior Vice President, | |
| Corporate Secretary and General Counsel | ||
| Dated: May 28, 2026 | ||
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