Sturm, Ruger & Company (RGR) Proxy Filing summary

Executive summary

• Beretta Holding S.A. has nominated four candidates for election to the board at the 2026 annual meeting, seeking significant influence over governance and operations.

• Beretta accumulated a 7.7% stake without prior engagement and demanded discounted shares, disproportionate board representation, and governance rights.

• Ruger’s board adopted a short-term stockholder rights plan to protect against a creeping takeover and rejected Beretta’s demands as inconsistent with best practices and legal requirements.

• Multiple meetings between the parties failed to resolve differences, with Beretta threatening a proxy contest if demands were not met.

• Ruger remains committed to protecting all stakeholders and maintaining independence as a public company.

Voting matters and shareholder proposals

• Beretta has formally notified its intent to nominate four directors at the 2026 annual meeting, including one affiliated with a Beretta subsidiary.

• The board is reviewing Beretta’s notice in accordance with established procedures and applicable law.

• Ruger will file a proxy statement and solicit proxies using a CAMO GREEN proxy card.

Board of directors and corporate governance

• Three new directors were appointed in February 2026, following the retirement of three members, as part of a board refreshment process initiated before Beretta’s investment.

• Five directors have joined the board in the past year, reflecting a proactive approach to governance and strategic focus.

• The board’s refreshment process was delayed in good faith to facilitate negotiations with Beretta.

• Criticism of board tenure by Beretta is contrasted with Beretta’s own long-serving directors.