Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On February 28, 2023, in connection with responding to the new Securities and Exchange Commission rules regarding universal proxy cards and a periodic review of the bylaws of Smith & Wesson Brands, Inc., a Nevada corporation (the "Company"), the board of directors of the Company (the "Board") approved and adopted amended and restated bylaws of the Company (the "Amended and Restated Bylaws"), which are effective immediately.

Among other things, the amendments effected by the Amended and Restated Bylaws:



     •    Enhance procedural mechanics and disclosure requirements in connection
          with stockholder nominations of directors made in connection with annual
          and special meetings of stockholders by, including, without limitation:



         •   Adding a requirement that any stockholder submitting a nomination
             notice make a representation as to whether such stockholder intends to
             solicit proxies in support of director nominees other than the
             Company's nominees in accordance with Rule 14a-19 under the Securities
             Exchange Act of 1934, as amended (the "Exchange Act");



         •   Clarifying that, unless required by applicable law, if, after such
             stockholder provides notice pursuant to Rule 14a-19(b) under the
             Exchange Act and subsequently fails either to comply with the
             requirements of Rule 14a-19(a)(2) or (3) under the Exchange Act or to
             provide documentation reasonably satisfactory to the Company that such
             stockholder has met the requirements of Rule 14a-19(a)(3) promulgated
             under the Exchange Act (upon request by the Company), then such
             nomination will be disregarded and no vote on such nominee proposed by
             such stockholder will occur;



         •   Requiring that a stockholder promptly update and supplement its
             notice, if necessary, so that the information provided or required to
             be provided in such notice is true, correct, and complete in all
             material respects (including disclosure of all material facts
             necessary to make the statements made, in light of the circumstances
             under which they were made not misleading);



         •   Providing that the number of nominees proposed by stockholders
             submitting a nomination notice may not exceed the number of directors
             to be elected at the relevant meeting of stockholders; and



         •   Requiring that any stockholder directly or indirectly soliciting
             proxies from other stockholders use a proxy card color other than
             white (white is reserved for exclusive use by the Board).



     •    Add an exclusive forum provision providing that unless the Company
          consents in writing to the selection of an alternative forum, the state
          and federal courts in Nevada shall be the sole and exclusive forum for
          certain legal actions and proceedings (the "Exclusive Forum Provision");
          and



     •    Make various other updates, including technical, ministerial and
          conforming changes.



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The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated 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.

Although the Amended and Restated Bylaws became effective immediately and stockholder approval is not required to adopt the Exclusive Forum Provision, the Board intends to seek stockholder ratification of the Exclusive Forum Provision at the Company's 2023 annual meeting of stockholders. The Board determined that the adoption of the Exclusive Forum Provision is in the best interests of the Company and its stockholders after considering a number of potential benefits from having intra-corporate disputes litigated in Nevada, where the Company is incorporated and whose laws govern such disputes. For example, the Exclusive Forum Provision should reduce litigation costs by avoiding duplicative stockholder derivative lawsuits in more than one forum; increase outcome predictability since multiple forums may produce inconsistent results; provide a streamlined, efficient and organized process for resolving particular disputes; and ensure that disputes concerning the Company's governance and internal affairs proceed in a forum consisting of judges who are more experienced with Nevada's statutes and relevant case law.

Safe Harbor Statement

Certain statements contained in this report may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements include, among others, that (i) the Board intends to seek stockholder ratification of the Exclusive Forum Provision at the Company's 2023 annual meeting of stockholders and (ii) the Exclusive Forum Provision should reduce litigation costs by avoiding duplicative stockholder derivative lawsuits in more than one forum; increase outcome predictability since multiple forums may produce inconsistent results; provide a streamlined, efficient and organized process for resolving particular disputes; and ensure that disputes concerning the Company's governance and internal affairs proceed in a forum consisting of judges who are more experienced with Nevada's statutes and relevant case law. We caution that these statements are qualified by important risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, economic, social, political, legislative, and regulatory factors; the impact of lawsuits; the state of the U.S. economy in general and the firearm industry in particular; and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2022.

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits.

Exhibit
  No.

3.1           Amended and Restated Bylaws, dated February 28, 2023.

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



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