Sturm, Ruger & Company (RGR) Proxy Filing summary

Executive summary

• Beretta Holding S.A. sought to nominate four directors to the board at the 2026 annual meeting, following failed negotiations for increased ownership and board influence.

• Beretta attempted to acquire Ruger stock at a 15% discount and demanded disproportionate board representation and voting power.

• Ruger’s board rejected Beretta’s demands, citing concerns over shareholder dilution, governance, antitrust, and national security.

• Ruger issued a press release to clarify its position and actions in response to Beretta’s public statements.

• The board remains committed to protecting all stakeholders and maintaining independence.

Voting matters and shareholder proposals

• Beretta formally notified its intent to nominate four candidates for election to the board at the 2026 annual meeting.

• Ruger is reviewing Beretta’s nomination notice in accordance with established procedures and law.

• Ruger will file a proxy statement and solicit proxies for the 2026 annual meeting.

Board of directors and corporate governance

• Ruger refreshed its board by appointing three new directors in February 2026, following three retirements.

• Five directors have joined the board in the past year, reflecting a proactive approach to governance.

• The board’s refreshment process began before Beretta’s investment and was delayed to facilitate negotiations.

• Ruger’s board rejected Beretta’s demands for board seats and governance rights that would violate best practices and laws.