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)
April 24, 2007
STURM, RUGER & COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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001-10435
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06-0633559 |
(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification |
Incorporation)
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Number) |
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ONE LACEY PLACE, SOUTHPORT, CONNECTICUT
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06890 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code (203) 259-7843
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year
On April 24, 2007, the Board of Directors of the Company adopted a resolution approving
amendments to Article 3 Section 4 and Article 4 Section 5 of the Companys by-laws, effective
immediately.
The amendment to Article 3 Section 4 provides that Non-management Directors will meet in
regularly scheduled executive sessions outside the presence of management Directors in accordance
with the rules of the New York Stock Exchange for the purpose of full and frank discussion of the
Companys affairs, and that an executive session will generally be held as part of each regularly
scheduled Board meeting.
Article 4 Section 5 of the Companys by-laws, which defines the responsibilities of the
Chairman of the Board, Vice Chairman, President and Chief Executive Officer, was amended to provide
that (i) the Chairman of the Board will be an independent, non-management Director and will preside
at all meetings of the stockholders and Directors, including the executive sessions of
non-management Directors (ii) in the absence or disability of the Chairman of the Board, an
independent non-management director is to be elected as Lead Director by the non-management
Directors, preside at meetings of the stockholders and Directors and have such other duties as may
be prescribed from time to time by the Board and (iii) the Vice Chairman of the Board, if one is
elected, will have such duties as may be prescribed from time to time by the Board.
The full text of the amended Article 3 Section 4 and Article 4 Section 5 of the Companys
by-laws is attached 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
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Exhibit No. |
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Description |
3.1
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Article 3 Section 4 and Article 4 Section 5 of the Companys by-laws, as amended by the Board
of Directors on April 24, 2007. |
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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.
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STURM, RUGER & COMPANY, INC.
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By: |
/S/ THOMAS A. DINEEN
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Name: |
Thomas A. Dineen |
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Title: |
Principal Financial Officer,
Treasurer and Chief Financial
Officer |
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Dated: April 25, 2007
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