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 5, 2015

 

 

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))

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders

 

At the Company’s Annual Meeting of Shareholders on May 5, 2015 (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.   10,775,861   152,320   5,364,916  
Michael O. Fifer   10,804,744   123,437   5,364,916  
C. Michael Jacobi   9,956,289   971,892   5,364,916  
Terrence G. O’Connor   10,798,724   129,457   5,364,916  
Amir P. Rosenthal   10,773,365   154,816   5,364,916  
Ronald C. Whitaker   10,779,401   148,780   5,364,916  
Phillip C. Widman   10,779,806   148,375   5,364,916  
               

 

Proposal 2

Proposal 2 was a management proposal to ratify the appointment of McGladrey LLP as the Company’s independent registered public accounting firm for 2015, as described in the proxy materials. This proposal was approved.

             
    Votes For   Against   Abstain
             
    16,073,165   129,587   90,345
             

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
             
9,800,801   1,047,403   79,977   5,364,916
             

 

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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 5, 2015.

 

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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 6, 2015

 

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