Edgar Filing: SMITH & WESSON HOLDING CORP

SMITH & WESSON HOLDING CORPORATION

Date: September 26, 2014

/s/ Jeffrey D. Buchanan

Jeffrey D. Buchanan

Executive Vice President, Chief Financial

Officer, and Treasurer

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

September 22, 2014

Date of Report (Date of earliest event reported)

Smith & Wesson Holding Corporation

(Exact Name of Registrant as Specified in Charter)

Nevada

001-31552

87-0543688

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2100 Roosevelt Avenue

Springfield, Massachusetts

01104

(Address of Principal Executive Offices) (Zip Code)

(800) 331-0852

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On September 22, 2014, we held an annual meeting of stockholders to consider and vote upon the following proposals: (1) to elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified; (2) to provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2014 (“say-on-pay”); (3) to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2015; and (4) to vote upon a stockholder proposal regarding political contributions.

The following directors were elected at the annual meeting:


Director	Votes Cast For		Votes Withheld		Broker Non-Votes
Barry M. Monheit		26,139,888		597,000		19,248,130
Robert L. Scott		17,873,135		8,863,753		19,248,130
Michael F. Golden		18,574,758		8,162,130		19,248,130
Robert H. Brust		26,160,352		576,536		19,248,130
P. James Debney		19,033,951		7,702,937		19,248,130
John B. Furman		26,153,059		583,829		19,248,130
Mitchell A. Saltz		18,858,768		7,878,120		19,248,130
I. Marie Wadecki		24,092,442		2,644,446		19,248,130

Our stockholders approved the compensation of our named executive officers on a non-binding, advisory basis. The results of the vote to approve this proposal were as follows:


	Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
Say-on-pay proposal		25,740,521		514,429		481,938		19,248,130

Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending April 30, 2015. The results of the vote to approve this proposal were as follows:


	Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
Ratification of Deloitte & Touche LLP as independent registered public accountants		45,048,272		399,336		537,410		—

Our stockholders approved a stockholder proposal regarding political contributions. The results of the vote to approve this proposal were as follows:


	Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
Vote upon a stockholder proposal regarding political contributions		13,282,345		10,530,781		2,923,762		19,248,130

The votes cast “for” the stockholder proposal represented approximately 24.9% of our outstanding shares entitled to vote at the annual meeting of stockholders. In addition, the votes cast “for” the stockholder proposal represented approximately 49.7% of the votes cast on this proposal plus abstentions on this proposal. As provided in our bylaws, abstentions do not represent votes cast “for” or “against” a proposal.

Broker non-votes did not affect the outcome of any proposal voted on at the annual meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.