Smith & Wesson Brands Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six director nominees to hold office until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation of the Company’s named executive officers (NEOs) as disclosed in the proxy statement. Management seeks this annual advisory endorsement to validate its pay-for-performance approach, which ties annual cash incentives to Adjusted EBITDAS, Net Sales, and strategic goals and ties a significant portion of long-term incentive value to PSUs measured by Adjusted EBITDAS growth with an rTSR modifier. The Compensation Committee highlights that fiscal 2026 payouts reflected these metrics (NEOs received 121.8% of annual cash incentive and a 50/50 RSU/PSU mix), and that the program includes governance safeguards such as clawback policies, stock ownership guidelines, no tax gross-ups, and independent consultant oversight. The Board’s recommendation to vote FOR is supported by recent high levels of stockholder support (97% in 2023, 95% in 2024, 92% in 2025) and by the Committee’s view that the program balances retention, market competitiveness, and alignment with stockholder interests. Critics of say-on-pay votes often argue that advisory votes do not constrain management and that certain pay features (e.g., generous severance, change-in-control acceleration) may not be fully aligned with long-term shareholder value; however, management counters that severance and change-in-control protections are market standard and tied to retention and succession risk mitigation. The Company discloses that PSUs have historically paid out zero for multiple years when performance thresholds were not met, demonstrating downside accountability in the PSU design. In evaluating this proposal, an analyst should weigh the quantitative linkage between realized pay and the Company’s financial performance (Adjusted EBITDAS growth, Net Sales, TSR), the structure and rigor of performance metrics and caps, the presence of governance mitigants, and how compensation outcomes compare to peer practice. Given the Board’s governance disclosures and historical shareholder support, a FOR recommendation reflects confidence that the program is structured to incent management to deliver sustainable financial performance while protecting shareholders through performance-based vesting and recovery mechanisms.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2027.

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When is the Smith & Wesson Brands Inc 2026 annual meeting?

Smith & Wesson Brands Inc (SWBI) holds its 2026 annual shareholder meeting on Tuesday, September 15, 2026.

What is the record date for the Smith & Wesson Brands Inc 2026 meeting?

The record date for the Smith & Wesson Brands Inc 2026 meeting is Friday, July 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Smith & Wesson Brands Inc's 2026 meeting?

The board is presenting 6 director nominees at the Smith & Wesson Brands Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Smith & Wesson Brands Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Smith & Wesson Brands Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.