8-K

SMITH & WESSON BRANDS, INC.

Date: March 22, 2024

/s/ Deana L. McPherson

Deana L. McPherson

Executive Vice President, Chief Financial
Officer, Treasurer, and Assistant Secretary

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

Date of Report (Date of earliest event reported): March 20, 2024

Smith & Wesson Brands, Inc.

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, Par Value $0.001 per Share

SWBI

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 20, 2024, the board of directors (the “Board”) of Smith & Wesson Brands, Inc., a Nevada corporation (the “Company”), approved and adopted effective as of such date certain amendments to the Amended and Restated Bylaws of the Company (the “Bylaws”).

The Bylaws were amended to permit stockholders owning, individually or in the aggregate, at least 25% of the outstanding common stock of the Company to request a special meeting of stockholders. The amendments include certain requirements relating to the right of stockholders to request a special meeting of stockholders, including restrictions on the timing of such requests, limitations on matters previously considered at a recent meeting of stockholders or to be considered at a scheduled meeting of stockholders, and compliance with other specified requirements.

The amendments also include technical, ministerial and conforming changes.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this current report on Form 8-K, and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.

3.1		Amended and Restated Bylaws, dated March 20, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

SEC Form 8-K filed by Smith & Wesson Brands Inc.