Smith & Wesson Brands (SWBI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 17, 2024, to be held virtually; record date is July 26, 2024.

• Key agenda items: election of seven directors, advisory vote on executive compensation, and a stockholder proposal regarding a human rights impact assessment.

• Board recommends voting for all director nominees, for executive compensation, and against the stockholder proposal.

• Major accomplishments include opening a new headquarters in Tennessee and significant progress on board refreshment and governance initiatives.

Voting matters and shareholder proposals

• Election of seven directors, all but one of whom are independent; majority voting standard applies.

• Advisory say-on-pay vote for executive compensation, with recent high support (97% in 2023).

• Stockholder proposal requests a third-party human rights impact assessment; board recommends against, citing cost, redundancy, and prior rejections by shareholders.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; two women, one racial minority, and one ethnic minority.

• Board committees: Audit, Compensation, Nominations and Corporate Governance (NCG), and Sustainability, all comprised of independent directors.

• Board refreshment emphasized, with over 70% of directors joining since 2018.

• Proxy access and right to call special meetings for holders of 25% of shares.

• Over-boarding policy limits directors to three other public company boards.