Form 8-K - Current report

SMITH & WESSON BRANDS, INC.

Date: July 17, 2023

/s/ Kevin A. Maxwell

Kevin A. Maxwell

Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary

UNITED STATES

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): July 17, 2023

Smith & Wesson Brands, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada

001-31552

87-0543688

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

(Address of principal executive offices) (Zip Code)

(800) 331-0852

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, Par Value $0.001 per Share

SWBI

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Smith & Wesson Brands, Inc. (the “Company”) announced on July 17, 2023 that Michelle J. Lohmeier has been appointed to its board of directors (the “Board”), effective immediately. Ms. Lohmeier will serve as a member of the Board’s compensation committee and environmental, social and governance committee. As a non-employee director of the Company, she will receive compensation as described in the “Director Compensation” section of the Company’s 2022 proxy statement.

There are no arrangements or understandings between Ms. Lohmeier and any other person pursuant to which Ms. Lohmeier was elected to serve as a director, nor are there related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

The Company’s press release announcing the appointment is attached as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.

99.1		Press release, dated July 17, 2023

104		The cover page from this current report on Form 8-K, formatted in Inline XBRL

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.

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

Smith & WessonBrands, Inc.

Announces Election of Michelle J. Lohmeier to Board of Directors

SPRINGFIELD, MA., (7/17/2023) – Smith & Wesson Brands, Inc. (NASDAQ Global Select: SWBI), a U.S.-based leader in firearm manufacturing and design, today announced that Michelle J. Lohmeier has been appointed to the company’s board of directors. This appointment further strengthens the board’s expertise and breadth of experience.

“We are delighted to welcome Michelle to the Smith & Wesson board of directors,” said Robert L. Scott, Chairman of the Board. “She brings substantial experience serving on other public company boards of directors, and her experience working for companies in heavily regulated industries, including aerospace and defense, will be a tremendous asset to Smith & Wesson.”

Mark P. Smith, President and Chief Executive Officer of Smith & Wesson, added: “Michelle is an excellent addition to our board, and we look forward to her contributions as we work together to support the company in achieving our goals.”

“I am honored to join the Smith & Wesson board,” said Ms. Lohmeier. “I look forward to working with Bob, Mark, and the board on the continuing growth and success of this iconic brand.”

Ms. Lohmeier is a former senior advisor to the CEO of Spirit AeroSystems Holdings, Inc. She previously served as SVP and General Manager of Airbus Programs at Spirit AeroSystems until her retirement in 2019. Prior to joining Spirit AeroSystems, she held a number of senior positions with Raytheon Company, including VP of the Land Warfare Systems product line at Raytheon Missile Systems. Ms. Lohmeier is currently a member of the board of directors of Mistras Group, Inc. and Kaman Corp. She holds a bachelor’s degree and a master’s degree in systems engineering from the University of Arizona.

To stay up to date on all the latest news and events, be sure to follow Smith & Wesson on Facebook, Twitter, Instagram and YouTube.

For Media Inquiries:

Dave O’Connor

Media - Partnership Relations Manager

media@smith-wesson.com

About Smith & Wesson Brands, Inc.

Smith & Wesson Brands, Inc. (NASDAQ Global Select: SWBI) is a U.S.-based leader in firearm manufacturing and design, delivering a broad portfolio of quality handgun, long gun, and suppressor products to the global consumer and professional markets under the iconic Smith & Wesson^® and Gemtech^® brands. The company also provides manufacturing services including forging, machining, and precision plastic injection molding services. For more information call (844) 363-5386 or visit smith-wesson.com.

Document and Entity Information	Jul. 17, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001092796
Document Type	8-K
Document Period End Date	Jul. 17, 2023
Entity Registrant Name	Smith & Wesson Brands, Inc.
Entity Incorporation State Country Code	NV
Entity File Number	001-31552
Entity Tax Identification Number	87-0543688
Entity Address, Address Line One	2100 Roosevelt Avenue
Entity Address, City or Town	Springfield
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01104
City Area Code	(800)
Local Phone Number	331-0852
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, Par Value $0.001 per Share
Trading Symbol	SWBI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false