UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2025, the Board of Directors (the “Board”) of Sturm, Ruger & Company, Inc. (the “Company”), pursuant to the Company’s Amended and Restated By-Laws (as defined below), expanded the size of the Board to ten (10) directors from nine (9) directors, and elected Bruce Pettet to fill the vacancy on the Board created through such increase in the size of the Board, effective immediately. Mr. Pettet currently serves as the President & CEO of Leupold & Stevens, Inc., on the Board of Governors for the National Shooting Sports Foundation and the Rocky Mountain Elk Foundation (RMEF), and on the Board of Directors for Stimson Lumber Company.
The Board has not yet appointed Mr. Pettet to serve on any Board committees or made any determination about Mr. Pettet’s future Board committee appointments. The Board has determined that Mr. Pettet is an “independent” director under the independence requirements of the New York Stock Exchange, as well as the Company’s corporate board governance guidelines.
As a non-management director, Mr. Pettet will participate in the Company’s standard compensation program for non-management directors, in accordance with the policies and procedures previously approved by the Board for non-management directors, as disclosed in the Company’s most recent Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2025.
There are no arrangements between Mr. Pettet and any other person pursuant to which Mr. Pettet was elected to serve as a director of the Company, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Pettet has a material interest.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 19, 2025, the Board amended and restated the Company’s by-laws (as so amended and restated, the “Amended and Restated By-Laws”), effective as of the same date. The Amended and Restated By-Laws modified the provisions of Article 3, Section 2 of the Company’s by-laws to increase the maximum size of the Board to ten (10) directors. The Company’s by-laws had previously provided that the maximum size of the Board was nine (9) directors.
The foregoing description of the amendment to the Company’s by-laws does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, as set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated By-Laws of the Company, as of June 19, 2025 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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.
| STURM, RUGER & COMPANY, INC. | |||
| By: | /S/ Thomas A, Dineen | ||
| Name: | Thomas A. Dineen | ||
| Title: | Principal Financial Officer, | ||
| Principal Accounting Officer, | |||
| Senior Vice President, Treasurer and | |||
| Chief Financial Officer | |||
Dated: June 20, 2025
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