RGR Sturm Ruger & Co Inc - 8-K

ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On
May 27, 2026, the Company’s stockholders approved an amendment (the “ Charter Amendment ”) to the Company’s
Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value
$1.00 per share (the “ Common Stock ”) to 60 million shares. The Charter Amendment became effective upon its filing
with the Secretary of State of the State of Delaware on May 28, 2026. The foregoing description of the Charter Amendment is qualified
in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated
herein by reference.

ITEM
5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

(a)
On May 27, 2026 Sturm Ruger & Company, Inc. (the “ Company ”) held its 2026 Annual Meeting of Stockholders (the
“ Annual Meeting ”). As of April 13, 2026, the record date for the Annual Meeting, there were 15,948,066 outstanding
shares of the Company’s Common Stock, consisting all of the outstanding voting securities of the Company. At the Annual Meeting,
the holders of 14,188,635 shares were represented either in person or by proxy.

(b)
At the Annual Meeting, the stockholders voted on the following items:

1.
Proposal One - To elect nine (9) directors to the Board of Directors of the Company (the “ Board ”) to hold office until
the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The voting results for each nominee
were as shown below:

Name

For

Withheld

John A. Cosentino, Jr.

9,560,455

902,483

Terrence G. O’Connor

9,622,947

839,991

Bruce T. Pettet

9,833,884

629,054

Aaron R. Rivers

10,181,221

281,717

Amir P. Rosenthal

9,462,228

1,000,710

Todd W. Seyfert

9,701,535

761,403

Stephen J. Timm

10,204,527

258,411

Phillip C. Widman

9,662,114

800,824

Lorin Cassidy Wolfe

10,182,903

280,035

Each
director nominee named above was elected at the Annual Meeting. There were 3,725,697 broker non-votes on each nominee.

2.
Proposal Two - To vote to ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending
December 31, 2026. This proposal was approved by the votes indicated below:

For

Against

Abstain

Broker
Non-Votes

13,826,007

280,029

82,599

0

3.
Proposal Three - To vote to approve on an advisory basis, the compensation of the Company’s named executive officers. This proposal
was approved by the votes indicated below:

For

Against

Abstain

Broker
Non-Votes

10,068,005

318,128

82,411

3,720,091

4.
Proposal Four - To vote to approve an Amendment to the Company’s Certificate of Incorporation to increase the number of authorized
shares of Common Stock of the Company, par value $1.00 per share, from 40 million to 60 million shares. This proposal was approved by
the votes indicated below:

For

Against

Abstain

Broker
Non-Votes

12,470,848

1,613,141

104,646

0

ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d)
Exhibits.

Exhibit
No.

Description

3.1

Certificate
of Amendment of the Certificate of Incorporation, as amended, of Sturm, Ruger & Company,
Inc.

104

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

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