Sturm, Ruger & Company (RGR) Proxy filing summary

Executive summary

• Entered into a cooperation agreement with Beretta Holding S.A. regarding board composition, shareholding, and related matters, effective May 2, 2026.

• Beretta Holding withdrew its intent to nominate directors for the 2026 Annual Meeting and ceased solicitation efforts.

• Agreement includes provisions for potential future commercial collaborations between the parties.

• Forward-looking statements highlight risks and uncertainties related to regulatory approvals, tender offer timing, and future performance.

Voting matters and shareholder proposals

• Only the board's nine originally recommended candidates will stand for election at the 2026 Annual Meeting.

• Beretta Holding must vote its shares in favor of board nominees and in line with board recommendations on most proposals until the Standstill End Date.

Board of directors and corporate governance

• Beretta Holding may designate up to two independent directors to the board after the 2026 Annual Meeting, subject to CFIUS approval and minimum ownership thresholds.

• Designated directors will be nominated and supported for election at the 2027 and 2028 Annual Meetings.

• Any Beretta Holding director must resign if they lose independence or if Beretta Holding breaches the agreement.

• Restricted transactions between the company and Beretta Holding require approval by a special committee of independent directors.