Sturm, Ruger & Company (RGR) Proxy filing summary

Executive summary

• The proxy statement addresses a contested election for the board, with a competitor, Beretta Holding S.A., nominating four candidates in opposition to the board's nine recommended nominees.

• The board urges shareholders to vote only for its nine nominees and to disregard any proxy materials from Beretta.

• The board highlights its recent refreshment strategy, adding directors with operational and strategic expertise, and emphasizes its commitment to strong governance and long-term value creation.

• The Ruger 2030 plan is underway, focusing on operational responsiveness, product portfolio enhancement, and sustainable growth.

Voting matters and shareholder proposals

• Shareholders are to vote on: (1) election of nine directors, (2) ratification of RSM US LLP as independent auditors, (3) advisory approval of executive compensation, and (4) amendment to increase authorized common stock from 40 million to 60 million shares.

• The board recommends voting “FOR” its nine nominees and all proposals, and “WITHHOLD” for Beretta’s nominees.

• Shareholder proposals for the 2027 meeting must be submitted by December 23, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of nine members (after the retirement of one director at the meeting), with a majority having tenures of less than 18 months.

• Recent refreshment added five new directors in the past year, emphasizing diversity in skills and experience.

• All directors except the CEO are independent under NYSE rules.

• The board has a retirement policy and a director resignation policy for changes in employment.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all with written charters and independent members.