Smith & Wesson Brands (SWBI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 15, 2025, to be held virtually; record date is July 25, 2025.

• Key proposals: election of seven directors, advisory vote on executive compensation, and ratification of KPMG LLP as auditor for fiscal 2026.

• Board recommends voting FOR all proposals.

• Fiscal 2025 accomplishments include $48.6M returned to shareholders and $21.6M in capital expenditures.

Voting matters and shareholder proposals

• Shareholders will vote on director elections, executive compensation (say-on-pay), and auditor ratification.

• Proxy access allows groups of up to 20 shareholders owning 3%+ for 3 years to nominate directors.

• Shareholders owning 25%+ of shares can call special meetings.

• Proposals for the 2026 meeting must be submitted by April 7, 2026.

Board of directors and corporate governance

• Board consists of seven members; six are independent.

• More than 70% of directors joined since 2018; annual elections and majority voting standard.

• Four standing committees: Audit, Compensation, NCG, and Sustainability, all comprised of independent directors.

• Board skills matrix includes executive, financial, risk management, manufacturing, sustainability, and regulated industry experience.

• Directors may not serve on more than three other public company boards.