Sturm, Ruger & Company (RGR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 29, 2025, with stockholders able to vote and submit questions online.

• Key proposals include electing nine directors, ratifying RSM US LLP as independent auditors, and an advisory vote on executive compensation.

• The company emphasizes environmentally friendly proxy material distribution and encourages electronic delivery to reduce costs.

• As of April 3, 2025, there were 16,554,962 shares of Common Stock outstanding, with each share entitled to one vote.

Voting matters and shareholder proposals

• Proposals: election of nine directors, ratification of RSM US LLP as auditors, and a say-on-pay advisory vote.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation policies.

• Only holders of record as of April 3, 2025, may vote; majority required for auditor ratification and say-on-pay.

• Shareholder proposals and director nominations for 2026 must be submitted between January 29 and February 28, 2026.

Board of directors and corporate governance

• Board consists of nine nominees with diverse backgrounds in law, military, finance, manufacturing, and firearms industry.

• Board refreshment policy: directors step down after 78 (current) or 75 (new) years of age or 15 years of service.

• Majority of directors are independent under NYSE rules; independent directors meet regularly in executive session.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and (until 2024) Risk Oversight and Capital Policy.

• Board leadership is separated from CEO role; independent Chairman presides over meetings.

• Board skills matrix highlights expertise in executive management, finance, manufacturing, sales, risk, and legal/regulatory matters.