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SWHC > SEC Filings for SWHC > Form 8-K on 25-Sep-2013All Recent SEC Filings

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Form 8-K for SMITH & WESSON HOLDING CORP


25-Sep-2013

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 23, 2013, 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 2013 ("say-on-pay"); (3) to approve our 2013 Incentive Stock Plan to replace our expiring 2004 Incentive Stock Plan; (4) to approve our 2013 162(m) Incentive Bonus Plan; and (5) to ratify the appointment of BDO USA, LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2014.

The following directors were elected at the annual meeting:

                                                                         Broker
        Director             Votes Cast For       Votes Withheld       Non-Votes
        Barry M. Monheit          26,310,019            1,537,967       24,991,844
        Robert L. Scott           26,051,832            1,796,154       24,991,844
        Michael F. Golden         25,526,002            2,321,984       24,991,844
        Robert H. Brust           26,298,960            1,549,026       24,991,844
        P. James Debney           25,533,202            2,314,784       24,991,844
        John B. Furman            26,362,968            1,485,018       24,991,844
        Mitchell A. Saltz         25,479,587            2,368,399       24,991,844
        I. Marie Wadecki          26,012,494            1,835,492       24,991,844

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      Votes Cast                           Broker
                              For            Against        Abstentions       Non-Votes
    Say-on-pay proposal     26,130,523       1,108,163           609,300       24,991,844

Our stockholders approved our 2013 Incentive Stock Plan to replace our expiring 2004 Incentive Stock Plan. The results of the vote to approve this proposal were as follows:

                                          Votes Cast      Votes Cast                          Broker
                                             For            Against       Abstentions       Non-Votes
Approval of our 2013 Incentive Stock
Plan to replace our expiring 2004
Incentive Stock Plan                       23,146,521       3,700,382        1,001,083       24,991,844


Our stockholders approved our 2013 162(m) Incentive Bonus Plan. The results of the vote to approve this proposal were as follows:

                                          Votes Cast      Votes Cast                          Broker
                                             For            Against       Abstentions       Non-Votes
Approval of our 2013 162(m) Incentive
Bonus Plan                                 25,089,604       1,751,061        1,007,321       24,991,844

Our stockholders ratified the appointment of BDO USA, LLP as our independent registered public accountants for the fiscal year ending April 30, 2013. The results of the vote to approve this proposal were as follows:

                                          Votes Cast       Votes Cast                          Broker
                                             For            Against         Abstentions      Non-Votes
Ratification of BDO USA, LLP as
independent registered public
accountants                                51,348,464          934,083           557,283             -

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


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