SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported)

May 3, 2016

 

 

STURM, RUGER & COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

DELAWARE (State or Other Jurisdiction of Incorporation)

001-10435 (Commission File Number)

06-0633559 (IRS Employer Identification Number)

 

 

ONE LACEY PLACE, SOUTHPORT, CONNECTICUT	06890
(Address of Principal Executive Offices)	(Zip Code)

 

 

Registrant’s telephone number, including area code (203) 259-7843

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Page 1 of 4

Item 5.07

Submission of Matters to a Vote of Security Holders

 

At the Company’s Annual Meeting of Shareholders on May 3, 2016 (the “Annual Meeting”), the shareholders voted on the following three proposals and cast their votes as described below.

 

Proposal 1

The individuals listed below were elected at the Annual Meeting to serve a one-year term on the Company’s Board of Directors.

 

		Votes For				Votes Withheld				Non Votes
John A. Cosentino, Jr.			12,792,634				171,886				4,519,809
Michael O. Fifer			12,906,925				57,595				4,519,809
Sandra S. Froman			12,896,391				68,129				4,519,809
C. Michael Jacobi			11,199,601				1,764,919				4,519,809
Terrence G. O’Connor			12,903,038				61,482				4,519,809
Amir P. Rosenthal			12,767,671				196,849				4,519,809
Ronald C. Whitaker			12,795,933				168,587				4,519,809
Phillip C. Widman			12,371,127				593,393				4,519,809

 

Proposal 2

Proposal 2 was a management proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2016, as described in the proxy materials. This proposal was approved.

				Votes For				Against				Abstain
					17,344,730				90,125				49,474

Proposal 3

Proposal 3 was a management proposal to hold an advisory vote on executive compensation, as described in the proxy materials. This proposal was approved.

Votes For				Against				Abstain				Non Votes
	12,481,756				415,435				67,329				4,519,809

 

 

Item 8.01. Other Events

 

The transcript of the Annual Meeting is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 8.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The disclosure of the transcript of the Annual Meeting on this Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K (including the exhibit) that is required to be disclosed by Regulation FD.

     

The text included with this Current Report on Form 8-K is available on our website located at www.ruger.com/corporate, although we reserve the right to discontinue that availability at any time.

     

Certain statements contained in this Current Report on Form 8-K (including the exhibit) may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements include, but are not limited to, statements regarding market demand, sales levels of firearms, anticipated castings sales and earnings, the need for external financing for operations or capital expenditures, the results of pending litigation against the Company, the impact of future firearms control and environmental legislation, and accounting estimates. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.

 

Exhibit No.	Description
99.1	Transcript of the Annual Meeting of Shareholders held on May 3, 2016.

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/ THOMAS A. DINEEN
		Name:	Thomas A. Dineen
		Title:	Principal Financial Officer,
			Principal Accounting Officer,
			Treasurer and Chief Financial
			Officer

 

 

Dated: May 5, 2016