Independent
Tenure on this board
20.8 yrs
9 nominees · 4 ballot items · contested.
Election of nine directors (contested with Beretta nominees), ratification of RSM US LLP as independent auditors, advisory approval of executive compensation (“say-on-pay”), approval to amend the Certificate of Incorporation to increase authorized common shares from 40 million to 60 million, and any other business properly brought before the meeting.
Elect nine directors to serve until the 2027 annual meeting; the election is contested because Beretta has nominated four alternative candidates and the Board urges voting FOR only the nine Board-recommended nominees and WITHHOLD for the Beretta nominees.
Ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory approval of the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis and related tables.
This advisory proposal asks shareholders to approve the Company’s executive compensation as disclosed in the proxy (a non-binding 'say-on-pay'). Management seeks approval to confirm that its mix of compensation — base salary, profit-sharing, annual cash bonuses tied to EBIT and non-financial objectives, and significant equity awards (time-based and multi-year performance RSUs tied to return on net operating assets and modified by multi-year TSR) — appropriately aligns executives’ incentives with long-term stockholder value. The Compensation Committee emphasizes that a majority of target compensation is at-risk and linked to both short-term financial performance and longer-term strategic and TSR outcomes, and that independent consultants and benchmarking support the program’s competitiveness. The Board cites a strong historical stockholder endorsement (98% approval in 2025) as evidence of investor alignment but notes the vote remains advisory and that the Committee will engage with stockholders and consider changes if significant opposition arises. The context includes company-specific factors: a challenging firearms market in 2025, management transition (new CEO Seyfert in 2025), strategic initiatives under the Ruger 2030 plan, and the use of retention awards to support continuity during transformation. Management argues the program rewards measured execution, retention, and long-term returns while discouraging short-term risk through multi-year performance metrics and equity ownership guidelines. The Board therefore recommends a FOR vote to endorse the program and maintain continuity in executive incentives, while committing to review stockholder feedback following the advisory vote.
Approve an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 40,000,000 to 60,000,000 shares.
This proposal asks shareholders to authorize an increase in Ruger’s authorized common stock from 40 million to 60 million shares by amending Article Fourth of the Certificate of Incorporation. Management frames the request as a governance-level measure to provide the Board with flexibility to issue shares in the future for legitimate corporate purposes — equity compensation, capital raising, strategic transactions including M&A, or other corporate financing actions — and notes the Company has not increased authorized shares since 1996. The Board emphasizes there is no present plan to issue the newly authorized shares but that having the capacity in place enables the Company to act quickly when opportunities arise without the delay and cost of a special stockholder meeting. The filing would not itself change outstanding shares or immediate rights of holders; however, issuance of additional shares in the future could dilute existing owners and affect voting power, earnings and book value per share depending on pricing and issuance purpose. The Board also notes that stockholders have no preemptive rights to maintain percentage ownership, and it commits to using shares consistent with stockholder interests and applicable law. In the current contest context (Beretta’s ~9.95% stake and solicitation), the proposal may be viewed through the lens of governance and potential defensive or opportunistic uses; the Board asserts the amendment is a prudent, routine corporate housekeeping and capital planning action and therefore recommends a FOR vote to preserve strategic flexibility while acknowledging potential dilutive effects.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 4.45% | 710,176 | $28M |
| 2 | BlackRock, Inc. | 4.32% | 688,784 | $28M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.03% | 642,972 | $26M |
| 4 | TWO SIGMA INVESTMENTS, LP | 3.12% | 497,823 | $20M |
| 5 | BlackRock, Inc. | 3.00% | 477,854 | $19M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 2.60% | 414,719 | $17M |
| 7 | JRM Investment Counsel, LLC | 2.49% | 397,000 | $16M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.36% | 376,652 | $15M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.25% | 358,179 | $14M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.09% | 333,066 | $13M |
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