Sturm, Ruger & Company (RGR) Proxy filing summary

Executive summary

• Beretta Holding, owning 9.95% of shares, is the largest shareholder and is seeking to replace four incumbent directors with its own nominees at the 2026 Annual Meeting, citing operational underperformance and poor governance.

• The proxy contest follows a series of failed attempts by Beretta Holding to engage constructively with the Board, which responded with defensive measures including a poison pill and a shareholder rights plan.

• Beretta Holding criticizes the Board for entrenchment, lack of accountability, and failure to deliver shareholder value, highlighting significant declines in margins, net income, and share price compared to peers.

• The proxy solicitation is being made by Beretta Holding, not the Board or management, and urges shareholders to vote using the WHITE universal proxy card.

Voting matters and shareholder proposals

• Shareholders are asked to elect four Beretta Holding nominees and five unopposed company nominees to the Board, ratify RSM US LLP as auditor, approve a non-binding say-on-pay vote, and vote on amending the charter to increase authorized shares from 40 million to 60 million.

• Beretta Holding recommends voting for its nominees and the unopposed company nominees, against the say-on-pay proposal, and against the charter amendment to increase authorized shares.

• Voting for more than nine director nominees invalidates the ballot; shareholders are urged to use only the WHITE universal proxy card.

Board of directors and corporate governance

• Beretta Holding argues the Board is dominated by long-tenured directors with minimal share ownership, who have overseen value destruction and insulated themselves from accountability.

• The four Beretta Holding nominees bring expertise in capital allocation, operations, industry, and governance, and are positioned as independent under NYSE standards.

• Recent Board refreshment is criticized as reactive and insufficient, with new appointees lacking public company and industry experience.