The Annual Meeting of Stockholders of ~~American Outdoor~~Smith & Wesson Brands, ~~Corporation,~~Inc., a Nevada corporation, will be held at ~~11:~~10:00 a.m., Eastern Time, on Tuesday, September 19, ~~2017.~~2023 (the “2023 Annual Meeting”). The 2023 Annual Meeting ~~of Stockholders~~ will be a virtual meeting of stockholders. You will be able to attend the 2023 Annual Meeting, ~~of Stockholders,~~ vote, and submit your questions during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/~~AOBC2017~~SWBI2023 and entering the16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

The 2023 Annual Meeting ~~of Stockholders~~ will be held for the following purposes:

~~1. To elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified.~~

~~2. To provide anon-binding~~ ~~advisory vote on the compensation of our named executive officers for fiscal 2017(“say-on-pay”).~~

~~3. To provide anon-binding~~ ~~advisory vote on the frequency of futurenon-binding~~ ~~advisory votes on the compensation of our named executive officers(“say-on-frequency”).~~

4. To ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2018.

~~5. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.~~

~~These items of business are more fully described in the proxy statement accompanying this notice.~~

~~Only stockholders~~Stockholders of record at the close of business on July ~~26, 2017 are entitled to notice of and to~~28, 2023 may vote at the 2023 Annual Meeting.

These proxy materials were first made available to our stockholders on the internet on August 10, 2023.

This summary highlights information contained elsewhere in this Proxy Statement. You should read this entire Proxy Statement carefully before voting.

AC = Audit Committee; CC = Compensation Committee; ESG = Environmental, Social, and Governance Committee; NCG = Nominations and Corporate Governance Committee

Our key accomplishments for the fiscal year ended April 30, 2023 (“fiscal 2023”) include:

We recognize the importance of board refreshment. Over 70% of our director nominees have joined our board of directors (the "Board") since 2018. This demonstrates the Board’s commitment to refreshment, including with independent nominees who provide perspectives and experience to support our strategy. Of our seven director nominees, two are women, one is a racial minority, and one is an ethnic minority.

Given the nature of our business, the Board remains focused on overseeing risk management. In addition to the Audit Committee receiving periodic presentations on enterprise risk management, during fiscal 2023, the Environmental, Social, and Governance Committee (the “ESG Committee”) discussed the campaign against the firearm industry at each of its meetings, and the full Board reviewed an updated report prepared by a third-party media monitoring firm that we have worked with for several years. During fiscal 2023, we also formalized a process whereby our Audit Committee Chair communicates directly with our Chief Compliance Officer at least quarterly in between scheduled Audit Committee meetings.

We recognize the importance of stockholder engagement. In addition to our regular, year-round stockholder engagement initiatives, prior to our annual meeting of stockholders held on September 12, 2022 (the “2022 Annual Meeting”), we met with certain of our largest stockholders to discuss, among other things, two stockholder proposals. In early 2023, we again met with certain of our largest stockholders. We used these meetings to, among other things, solicit our stockholders’ views on the right of stockholders to call special meetings (see Proposals 5 and 7) and our exclusive forum bylaw provision (see Proposal 6). We also engaged in April 2023 with our social activist stockholders (see Proposal 8).

Our executive compensation program emphasizes our pay-for-performance philosophy. For fiscal 2023:

Our business and affairs are managed under the direction of the Board, subject to limitations and other requirements in our charter documents or in applicable statutes, rules, and regulations, including those of the Securities and Exchange Commission (the "SEC") and the Nasdaq Stock Market (“Nasdaq”).

Our governance framework is based on our Amended and Restated Bylaws (our “Bylaws”), as well as the key governance documents listed below:

Copies of these documents are available on our website, www.smith-wesson.com, or upon written request sent to our Corporate Secretary at our principal executive offices located at 2100 Roosevelt Avenue, Springfield, Massachusetts 01104. The information on our website is not part of this Proxy Statement.

The NCG Committee, using a matrix of director skills and experiences that the Board believes are needed to address existing and emerging business and governance issues relevant to us (the “Skills Matrix”), reviews with the Board annually the desired experiences, mix of skills, and other qualities required for new Board members, as well as Board composition. The Board seeks director candidates who possess the requisite judgment, background, skill, expertise, and time to strengthen and increase the breadth of skills and qualifications of the Board. In particular, the Board may consider, among other things, the fit of the individual’s skills, background, qualifications, experience, and personality with those of other directors in maintaining an effective, collegial, and responsive Board and a mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities.

Skills Matrix. The NCG Committee developed the Skills Matrix in fiscal 2023 in response to requests from certain of our investors for more detailed information concerning our directors’ qualifications. The NCG Committee adopted the Skills Matrix to facilitate the comparison of our directors’ skills and experiences to those that the Board believes are needed to address existing and emerging business and governance issues relevant to us. The table below lists those skills and experiences, along with the total number of director nominees who possess the particular skill or experience.

Under the Guidelines and the Nasdaq listing standards, the Board must consist of a majority of independent directors. The Board annually reviews director independence and has determined that all director nominees, except for Mr. Smith (who is our President and CEO), are independent, as “independence” is defined by the SEC and the Nasdaq listing standards.

The Board has not established term limits; however, pursuant to the Guidelines, the NCG Committee reviews each director’s continuation on the Board at least every three years, which, among other things, allows the Board, through the NCG Committee, to consider the appropriateness of the director’s continued service.

The NCG Committee is responsible for identifying and evaluating Board nominees. In identifying candidates, the NCG Committee may take into account all factors it considers appropriate, which may include personal qualities and characteristics, individual character and integrity, mature judgment, career specialization, relevant technical skills and accomplishments, and the extent to which the candidate would fill a present need on the Board.

Stockholder-Recommended Candidates. The NCG Committee will consider persons recommended by our stockholders for inclusion as Board nominees if the information required by our Bylaws is submitted in writing in a timely manner addressed and delivered to our Secretary.

Stockholder-Nominated Candidates. We have a “Proxy Access for Director Nominations” bylaw that permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials Board nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws.

Our directors are elected by a majority of the votes cast for them in uncontested elections. If an incumbent director does not receive the requisite majority of votes cast, then the director is expected to submit his or her resignation to the Board. Based on the recommendation of the NCG Committee, the Board would determine whether to accept the resignation and would publicly disclose its decision and its rationale. A director who tenders his or her offer of resignation would abstain from any decision or recommendation regarding the offered resignation.

Our directors may not serve on more than three other public company boards, unless it is determined, based on the individual facts, that such service will not interfere with service on the Board. In connection with the evaluation of these facts, the Chairman of the Board and Chair of the NCG Committee will consider the time commitment required by the director’s service, if any, in leadership positions (e.g., board chair, committee chair, lead independent director, etc.) on the Board and any other public company board of directors. None of our director nominees serves on more than three other public company boards and our CEO does not serve on any other public company board. The NCG reviews annually the time commitments of our independent directors.

The Board currently has eight members. Pursuant to the recommendation of the NCG Committee, the Board has nominated each current director for election at the 2023 Annual Meeting, except for Mr. Furman, who, after many years of distinguished service to the Board, is retiring from the Board effective at the 2023 Annual Meeting. Ms. Lohmeier, who was appointed to the Board in July 2023, was first identified as a director candidate by a third-party search firm and will stand for stockholder election for the first time at the 2023 Annual Meeting. If elected, each director nominee will hold office until the 2024 Annual Meeting and until his or her successor is elected and qualified. If any director nominee is unable or declines to serve as a director at the time of the 2023 Annual Meeting, the proxies will be voted for any nominee designated by our current Board to fill the vacancy. We do not expect that any director nominee will be unable or will decline to serve as a director.

Set forth below is information about each director nominee, including a description of his or her qualifications to serve on the Board and a listing of certain key skills and experiences from the Skills Matrix possessed by each director nominee.

The Board recognizes that risk is inherent in every business. As is the case in virtually all businesses, the Board recognizes that we face a number of risks, including operational, economic, financial, cybersecurity, legal, regulatory, and competitive risks. While our management is responsible for the day-to-day management of the risks we face, the Board, as a whole and through its committees, is responsible for the oversight of risk management.

The Board’s involvement in our business strategy and strategic plans plays a key role in its oversight of risk management, its assessment of management’s risk appetite, and its determination of the appropriate level of enterprise risk. The Board receives updates at least quarterly from senior management and periodically from outside advisors regarding the various risks we face, including operational, economic, financial, cybersecurity, legal, regulatory, and competitive risks. The Board also reviews the various risks we identify in our SEC filings, as well as risks relating to various specific developments, such as new product introductions. In addition, the Board regularly receives reports from senior members of our Internal Audit function and our General Counsel and Chief Compliance Officer.

Cybersecurity Risk Oversight. We recognize the importance of cybersecurity risk governance. The Audit Committee receives regular reports from management on, among other things, the emerging cybersecurity threat landscape and our cybersecurity risks and threats. The Audit Committee regularly briefs the full Board on these matters. We maintain a Cyber Incident Response Plan.

ESG Risk Oversight. We recognize the importance to our stakeholders of ESG matters. Since 2021, the ESG Committee has assisted the Board and its committees in fulfilling the Board’s oversight responsibilities with various environmental, social, health, safety, and governance policies and operational control matters relevant to us. In part, the ESG Committee reviews emerging risks and opportunities associated with ESG matters.

Our Corporate Governance Guidelines support flexibility in the structure of the Board by not requiring the separation of the roles of CEO and Chairman. We maintain separate roles between our CEO and Chairman in recognition of the differences between the responsibilities of these roles. The Board believes this leadership structure is the most effective for us at this time because it allows our CEO to focus on running our business and our Chairman to focus on pursuing sound governance practices that benefit the long-term interests of our stockholders.

The Board has four standing committees, each of which is comprised of independent directors: the Audit Committee, the Compensation Committee, the NCG Committee, and the ESG Committee.

In fiscal 2023, the Board held seven meetings and its committees held a combined total of 21 meetings. Each director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served. We encourage our directors to attend our annual meetings of stockholders. All directors attended the 2022 Annual Meeting.

We regularly schedule executive sessions in which independent directors meet without the presence or participation of management. Our Chairman serves as the presiding director of these executive sessions during Board meetings, and our committee chairs preside at the sessions held during committee meetings.

We meet with investors throughout the year and consider investor feedback on emerging issues, which allows us to better understand their priorities and perspectives. This year-round engagement provides us with useful input and enables us to consider developments proactively. In addition, from time to time, we conduct stockholder outreach programs. Prior to the 2022 Annual Meeting, we requested meetings with the corporate governance teams at stockholders representing approximately 46% of our outstanding shares, as a result of which we engaged with teams at stockholders representing approximately 27% of our outstanding shares. We primarily discussed the stockholder proposals that were included in our proxy materials for the 2022 Annual Meeting. In early 2023, we requested meetings with the corporate governance teams at stockholders representing 44% of our outstanding shares, as a result of which we engaged with teams at stockholders representing 10% of our outstanding shares. We used these meetings to, among other things, discuss progress we had made on topics of importance to our stockholders, including Board refreshment, and solicit our investors’ views on the right of stockholders to call special meetings (see Proposals 5 and 7) and our exclusive forum bylaw provision (see Proposal 6).

Responding to Stockholder Engagement. We value the feedback that we receive from our investors and seek opportunities to respond to their feedback, when appropriate. For example, in response to feedback we received in recent years from many of our largest stockholders, we have expanded our public disclosures both in SEC-filed documents and through the publication of other relevant documents. In 2022, we published our first Firearm Market Factsheet, which was intended to increase transparency around our business practices by, among other things, describing our go-to-market approach to both domestic and international sales and highlighting our commitment to promoting responsible firearm ownership. In 2022, we also published our second Environmental Factsheet, which, among other things, highlighted our commitment to responsible environmental practices, described our approach to environmental management, and listed a number of environmental impact highlights. Copies of the Firearm Market Factsheet and the Environmental Factsheet are available on our website, www.smith-wesson.com. The information on our website is not part of this Proxy Statement.

In response to requests from certain of our stockholders for more detailed information concerning our directors’ qualifications, in fiscal 2023, the NCG Committee developed and adopted the Skills Matrix.

Unless delegated to the Compensation Committee by the Board, the Audit Committee charter requires the Audit Committee to review and approve all related party transactions and to review and make recommendations to the full Board, or approve, any contracts or other transactions with any of our current or former executive officers, including consulting arrangements, employment agreements, change-in-control agreements, termination arrangements, and loans to employees made or guaranteed by us. We have a policy that we will not enter into any such transaction unless the transaction is determined by our disinterested directors to be fair to us or is approved by our disinterested directors or by our stockholders. Any determination by our disinterested directors is based on a review of the particular transaction, applicable laws and regulations, our policies, and the Nasdaq listing standards. As appropriate, the disinterested directors of the applicable committees of the Board will consult with our legal counsel or internal auditor. There was no transaction during fiscal 2023, and there are no currently proposed transactions, in which we were or are to be a participant in which an executive officer, director, director nominee, a beneficial owner of 5% or more of our common stock, or any ~~adjournment~~immediate family members of such persons had or ~~postponement thereof.~~will have a direct material interest.

~~All stockholders~~We have entered into indemnification agreements with each of our directors and executive officers that require us to indemnify such individuals, to the fullest extent permitted by Nevada law, for certain liabilities to which they may become subject as a result of their affiliation with us.

We maintain a compensation recovery, or clawback, policy. See “Compensation Matters – Compensation Discussion and Analysis – Additional Compensation Matters – Clawback Policy” for more information.

Stockholders may communicate with the Board or specific directors, including our independent directors and the members of our board committees, by submitting a letter addressed to the Board of Directors of Smith & Wesson Brands, Inc., c/o any specified individual director or directors, at our principal executive offices.

We have a policy to post on our website each fiscal year an annual report disclosing all political contributions or expenditures in the United States in excess of $50,000 that are ~~cordially invited~~not deductible as “ordinary and necessary” business expenses under Section 162(e) of the Internal Revenue Code, as amended (the "Code"). Non-deductible amounts generally include contributions to ~~attend~~or expenditures in support of or opposition to political candidates, political parties, or political committees.

We have a policy, pursuant to which, in order to meet our objective of being a good corporate steward, we consider, among other things, our responsibilities with respect to employee, safety, and governance risks, including the risks caused by the unlawful or improper use of firearms.

We have a policy prohibiting our directors and officers, including our executive officers, and any family member residing in the same household, from engaging in derivatives trading and hedging involving our securities or pledging or margining our common stock.

We have a policy covering the policies and procedures for the receipt, retention, and treatment of complaints that we receive regarding accounting, internal controls, or auditing matters, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

The Compensation Committee, with advice from its independent compensation consultant, determines, or recommends to the Board for determination, the compensation of our directors. We pay each non-employee director an annual retainer in the amount of $70,000. We also pay additional sums to our Chairman, Vice Chairman, Chairs of our committees, and members of our committees as follows:

Each committee member receives an additional $1,500 per committee meeting attended in excess of seven meetings per year (for the Audit Committee), in excess of six meetings per year (for the Compensation Committee), in excess of four meetings per year (for the NCG Committee), and ~~vote electronically during~~in excess of four meetings per year (for the ~~meeting. To assure your representation~~ESG Committee).

We reimburse directors for travel and related expenses incurred in connection with attending Board and committee meetings. Mr. Smith receives no additional compensation for his service as a director.

Each non-employee director receives a stock-based grant to acquire shares of our common stock on the date of his or her first appointment or election to the Board. Each non-employee director also receives a stock-based grant at the meeting ~~however, you are urged to vote by proxy as soon as possible over~~of the ~~Internet as instructed~~Board held immediately following our annual meeting of stockholders for that year. Stock-based grants were in the ~~Notice~~form of ~~Internet Availability~~restricted stock units (“RSUs”) for 8,071 shares of ~~Proxy Materials or, if you receive paper copies~~common stock in fiscal 2023. The RSUs vest one-twelfth each month after the grant.

The following table sets forth the compensation paid by us to each non-employee director for fiscal 2023.

We maintain stock ownership guidelines for our directors and executive officers. See “Compensation Matters — Compensation Discussion and Analysis — Additional Compensation Matters — Stock Ownership and Retention Requirements.”

Pursuant to SEC rules, our stockholders are being asked to approve, on an advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement. We have recently received high levels of support from our stockholders on advisory votes to approve executive compensation.

As described in the Compensation Discussion and Analysis section, we believe our compensation policies and procedures are competitive, focused on pay-for-performance principles, and aligned with the long-term interests of our stockholders. Our executive compensation philosophy is to pay base salaries to our executive officers at levels that, in the context of unfavorable industry factors beyond the control of management, enable us to attract, motivate, and retain highly qualified executives. Our executive compensation program is designed to link annual performance-based cash incentive compensation to the achievement of pre-established performance objectives, based primarily on our financial results and achievement of other corporate goals.

The advisory vote on this resolution is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our NEOs, as well as the compensation philosophy, policies, and practices described in this Proxy Statement. Our stockholders may vote for or against, or abstain from voting on, the following resolution:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, executive compensation tables, and narrative discussion set forth in the Proxy Statement for the 2023 Annual Meeting of Stockholders.

This advisory vote will not be binding on the Board. The Compensation Committee will, however, take the outcome of the vote into account when considering future executive compensation decisions. We provide our stockholders with this advisory vote on an annual basis and expect that the next such vote will occur at the 2024 Annual Meeting.

In accordance with SEC rules, our stockholders may vote, on an advisory basis, on how frequently they would like to cast an advisory vote on the compensation of our NEOs. The Board believes conducting an advisory vote on executive compensation on an annual basis is currently appropriate for us and our stockholders.

Our stockholders may cast a vote on the preferred voting frequency by selecting the option of “1 year,” “2 years,” or “3 years,” or they may abstain from voting in response to the following resolution:

RESOLVED, that the Company’s stockholders wish the Company to include an advisory vote on the compensation of the Company’s named executive officers pursuant to Section 14(a) of the Securities Exchange Act every:

Because the required vote is advisory, it will not be binding upon the Board. The Board will, however, take into account the outcome of the vote when considering the frequency with which we will provide our stockholders the opportunity to vote, on an advisory basis, to approve the compensation of our NEOs.

This section describes our executive compensation program, outlines the core principles behind that program, and reviews the actions taken by the Compensation Committee concerning the fiscal 2023 compensation of the following NEOs:

Our executive compensation program emphasizes our pay-for-performance philosophy and is designed to help us attract, motivate, and retain highly qualified executives.

Our executive compensation program demonstrates our ongoing commitment to good corporate governance practices and aligns our executive officers’ interests with those of our stockholders.

At the 2022 Annual Meeting, 95% of the votes cast were in favor of the advisory vote to approve executive compensation. We have recently received high levels of support from our stockholders on advisory votes to approve executive compensation. Based on these high levels of support, the Compensation Committee determined not to make any material changes to our executive compensation program.

Historically, the firearm industry has been very cyclical, with past expansions and contractions driven, in large part, by unpredictable political, economic, social, legislative, and regulatory factors beyond the control of industry participants and their management teams. For example, we experienced historic levels of demand for our products in parts of fiscal 2021 and fiscal 2022, in part, as a result of the impact of COVID-19 and the social unrest experienced in the United States during the summer of 2020. Since then, demand for our products has returned to more normalized levels, which adversely impacted our year-over-year financial and operating results in fiscal 2023.

Our executive compensation philosophy is to pay base salaries to our executive officers at levels that, in the context of unfavorable industry factors beyond the control of management, enable us to attract, motivate, and retain highly qualified executives. Our executive compensation program is designed to link annual performance-based cash incentive compensation to the achievement of pre-established performance objectives, based primarily on our financial results. Similarly, our executive compensation program is designed so that stock-based compensation focuses our executive officers’ efforts on increasing stockholder value by aligning their economic interests with those of our stockholders.

Total compensation levels for our executive officers reflect corporate positions, responsibilities, and the achievement of performance objectives. Due to our pay-for-performance philosophy, realized compensation levels may vary significantly from year-to-year and among our executive officers.

The Board has appointed a Compensation Committee, consisting exclusively of independent directors. The charter of the Compensation Committee authorizes the Compensation Committee to determine and approve, or to make recommendations to the Board with respect to, the compensation of our CEO and other executive officers. The Board has authorized the Compensation Committee to make all decisions with respect to executive compensation. Among other things, the Compensation Committee is authorized to determine and approve the base salary of our CEO and other executive officers. Additionally, the Compensation Committee establishes annual cash and stock-based incentive compensation programs for our CEO and other executive officers and provides our executives with variable compensation opportunities, a majority of which is based on the achievement of key operating measures determined at the beginning of the fiscal year. Once the Compensation Committee determines key operating measures for the upcoming fiscal year, the measures generally are not subject to material changes during the fiscal year. The Compensation Committee, with advice from its independent compensation consultant, also determines the compensation of our directors.

The Compensation Committee determines the compensation of our executive officers, including our CEO, at least annually in light of the goals and objectives of that fiscal year’s compensation program. Together with our CEO, the Compensation Committee annually assesses the performance of our other executive officers. After receiving recommendations from our CEO, the Compensation Committee, with input from its independent compensation consultant, determines the compensation of our other executive officers.

In determining executive officer compensation levels, the Compensation Committee periodically reviews compensation levels of executives of companies deemed to be generally similar to ours based on their size, industry, and competitive factors. The Compensation Committee uses this peer group information, as well as published executive compensation survey data from a broader group of companies with similar revenue to ours, as points of reference; however, the Compensation Committee does not benchmark or target our compensation levels to a specific percentile against this competitive information.

At the invitation of the Compensation Committee, our CEO may attend portions of Compensation Committee meetings, except those at which his compensation is discussed or determined. This enables the Compensation Committee to review with him the goals that he regards as important to achieving our success and to receive his assessment of the performance of, and goals for, our other executive officers. However, the Compensation Committee, with the assistance of its independent compensation consultant, rather than our CEO, determines goals, targets, and compensation for our other executives.

The Compensation Committee has sole discretion to retain a compensation consultant and is directly responsible for the appointment, compensation, and oversight of the work of the compensation consultant. The Compensation Committee retains a compensation consultant to assist in setting the design and goals of the executive compensation program, to review trends in executive compensation, to identify relevant peer companies, and to conduct an assessment and analysis of executive market compensation. The compensation consultant reports directly to the Compensation Committee.

Compensia, Inc. served as the Compensation Committee’s independent compensation consultant for fiscal 2023. For fiscal 2023, the compensation consultant identified for the Compensation Committee peer group companies, provided a compensation assessment and analysis of those companies, determined the positioning of each executive officer’s compensation by element among the peer companies and the survey data, developed recommendations and guidelines for the structure of our executive compensation program, reviewed the overall compensation package, and advised the Compensation Committee regarding the appropriateness of our executive compensation program. In addressing Compensia’s independence in light of applicable SEC rules and Nasdaq standards, the Compensation Committee considered relevant factors and concluded that Compensia is independent and the engagement would not raise any conflicts of interest under the applicable rules and standards.

The Compensation Committee’s independent compensation consultant identified for the Compensation Committee a peer group for fiscal 2023. In selecting peer companies for the Compensation Committee’s final review, the consultant identified companies deemed generally relevant to us with a focus on those involved in durables and apparel and consumer products companies, especially those with high dollar value products. The consultant then supplemented the list with companies involved in manufacturing. Within these industries, the consultant used a “rules-based” approach to select companies based on similar financial characteristics; specifically, it targeted companies with revenue from approximately $500 million to $2 billion and a market capitalization from approximately $300 million to $3 billion. The consultant proposed, and the Compensation Committee adopted, a number of changes to the peer group for fiscal 2023 in order to improve our alignment with the peer group’s median revenue and market capitalization selection criteria. Specifically, the Compensation Committee added three companies (Lifetime Brands, Inc., OneWater Marine Inc., and Quannex Building Products Corp.) to the peer group for fiscal 2023 and removed three other companies (Callaway Golf Company, National Presto Industries, and NN, Inc.).

Our executive compensation program consists primarily of base salary, annual performance-based cash incentive compensation opportunities, stock-based compensation, and severance benefits, together with health and welfare benefits generally available to most employees and our other executives, and limited perquisites. The Compensation Committee considers each element of compensation individually and collectively with other elements of compensation when establishing the various forms, elements, and levels of compensation for our executive officers.

Our fiscal 2023 executive compensation program included the following direct compensation components: base salary, annual performance-based cash incentives, and stock-based compensation.

Base salaries are designed to provide competitive levels of compensation to our executives based on their position, responsibilities, skills, experience, performance, and contributions. The Compensation Committee also considers individual performance and contributions, future potential, competitive salary levels for comparable positions at other companies, salary levels relative to other internal positions, corporate needs, and the advice of its independent compensation consultant. The Compensation Committee’s evaluation of these factors is subjective, and it does not assign a particular weight to any one factor.

Given the high-profile nature of our industry, it has become increasingly difficult to attract, motivate, and retain highly qualified individuals willing to be associated with us and our industry. The Compensation Committee has become increasingly aware of the impact this factor has had not only on existing and potential future employees, but also the pressures this factor places on the families of these individuals.

Fiscal 2023 Base Salaries. The Compensation Committee generally sets base salaries for our executive officers at the beginning of the fiscal year. Based on an evaluation of the factors listed above, the Compensation Committee’s desire to reward and retain our executive officers, the general industry range for base salary increases, and the competitiveness of our base salaries as measured against the peer and market data, the Compensation Committee set our NEOs’ annual base salaries for fiscal 2023 as follows:

(1) The increase took into account peer company comparisons and additional experience in the position.

Annual performance-based cash incentive compensation is designed to motivate our executives and reward the achievement of specific performance goals that support our business strategy. In designing the cash incentive compensation plan for any particular year or period, the Compensation Committee establishes performance objectives, based primarily on our financial results and the achievement of other corporate goals. In limited cases, the Compensation Committee may consider individual objectives, responsibilities, and performance in determining the amounts payable, but it did not do so in fiscal 2023.

The Compensation Committee determines the target annual compensation opportunities for our executive officers, with these opportunities being subject to change from year to year based on its periodic review of economic, industry, and competitive data; changes in individual responsibilities; and our overall compensation philosophy. The Compensation Committee confirms, with its independent compensation consultant and our independent audit firm, the achievement of the objectives and approves the payment, if any, of annual cash incentive compensation in the first quarter of the following fiscal year.

Fiscal 2023 Executive Annual Cash Incentive Program. In April 2022, the Compensation Committee established the 2023 Executive Annual Bonus Plan, a performance-based cash incentive compensation plan for our executives, including our NEOs (the “2023 Bonus Plan”). The 2023 Bonus Plan provided each participant an opportunity to earn cash incentive compensation based on attaining pre-established objective financial performance metrics and, from time to time, individual performance goals. Each participant was assigned an incentive bonus opportunity expressed as a percentage of base pay and objective financial performance metrics were established with varying weightings totaling 100%. For each metric, threshold, budget, target, and maximum performance levels were set. Final cash incentive compensation was calculated by multiplying each participant’s target percentage by the weighted average percentage calculated for each metric. Cash incentive compensation could not exceed 200% of a participant’s target bonus opportunity, and eligibility for payment of any award was subject to the participant continuing to be employed by us through the end of the fiscal year.

Fiscal 2023 Performance Metrics. For fiscal 2023, the Compensation Committee established Net Sales and Adjusted EBITDAS as the performance metrics for our executives, with a weighting of 40% for Net Sales and 60% for Adjusted EBITDAS. Adjusted EBITDAS also served as the threshold for which the failure to achieve this performance metric would result in no bonus payments regardless of the achievement of the other performance metric.

The target award percentages for fiscal 2023 as a percentage of base pay were 100% for Mr. Smith, 75% for Ms. McPherson, and 65% for Mr. Maxwell and Ms. Cupero. There were no individual performance goals for fiscal 2023.

For these purposes, “Adjusted EBITDAS” means our net income as reported in the Form 10-K adding back interest, taxes, depreciation, amortization, non-cash stock compensation expense and any nonrecurring expenses as determined by the Compensation Committee as set forth in the 2023 Bonus Plan or at any time thereafter. For fiscal 2023, the Compensation Committee determined to include the following nonrecurring expenses: (i) accelerated expenses related to the refinance of our credit facility, if any; (ii) fair value inventory step-up and backlog expense; (iii) all acquisition or merger related expenses associated with negotiating, conducting diligence, and closing for any acquired company or merger; (iv) any costs associated with the Relocation, including severance, relocation, recruiting, construction and duplication of costs; (v) changes in contingent consideration; (vi) impairment charges for goodwill, tangible, or intangible assets; (vii) costs incurred relating to shareholder activism; (viii) any gain or loss incurred on a sale or disposal of a product line, which sale or disposal is approved by the Board; (ix) costs directly related to inventory that cannot be sold or otherwise used by us, which unsaleable or unusable inventory is the result of a change in federal firearms law; and (x) any costs/impact related to the implementation of any new accounting pronouncements that become effective during the fiscal year. To the extent practicable, each amount was calculated based upon the numbers used in the audited financial statements and, if possible, in the same amount as reported in the Form 10-K.

The financial performance metrics established under the 2023 Bonus Plan were as follows:

The failure to reach the threshold metric of at least $141,277, or 47.0% of target, for the Adjusted EBITDAS metric would result in no bonus payments regardless of the achievement of the Net Sales metric.

In fiscal 2023, Net Sales and Adjusted EBITDAS, for purposes of compensation, were $479.2 million and $95.2 million, respectively, compared with $864.0 million and $299.6 million, respectively, in fiscal 2022. We experienced historic levels of demand for our products in parts of fiscal 2021 and fiscal 2022, in part because of the impact of COVID-19 and the social unrest experienced in the U.S. during the summer of 2020. Since then, demand for our products has returned to more normalized levels, which adversely impacted our year-over-year financial and operating results in fiscal 2023.

The table below sets forth for each NEO the annual fiscal 2023 base salary, the target bonus percentage, the annualized target cash bonus opportunity, and the actual bonus paid for fiscal 2023 reflected as a percentage of target bonus opportunity and in cash:

Our stock-based compensation is composed of both RSUs and PSUs. We believe stock-based compensation is critical in aligning our executives’ and stockholders’ interests. Together, we believe that these incentives focus our executives on making decisions that will benefit our stockholders.

The Compensation Committee believes in tying executive rewards directly to our long-term success and focusing our executives’ efforts on increasing stockholder value by aligning their interests with those of our stockholders. Our stock-based compensation enables our executives to earn and maintain a significant stock ownership position in us. The amount of stock-based compensation granted takes into account our performance; the grant date value of awards; previous grants to an executive officer; an executive officer’s position; the performance, contributions, skills, experience, and responsibilities of the executive officer; the cost to us; the executive officer’s total compensation in relation to peers at our peer companies; and other factors that the Compensation Committee deems necessary or appropriate from time to time, including retention, overhang, and burn rate.

The Compensation Committee generally sets the vesting schedule for RSUs over multiple year periods to encourage executive retention. The Compensation Committee generally establishes multi-year performance requirements for the earning of PSUs to reward long-term Company performance. PSUs are earned only if the relative performance of our common stock achieves the then-applicable pre-established metric compared with the RUT’s performance. In addition, we generally maintain a value cap on PSUs.

Given the high-profile nature of our industry, it has become increasingly difficult to attract, motivate, and retain highly qualified individuals willing to be associated with us and our industry. The Compensation Committee continues to recognize the importance of long-term incentive stock-based compensation as a factor in executive compensation.

Timing of Stock-Based Awards. The Compensation Committee sets the value of RSUs and PSUs at the fair market value of our common stock, which, for annual awards, is the average closing price of our common stock on Nasdaq for the five-day period ending on the effective date of grant and, for new hires or special awards, is the closing price of our common stock on Nasdaq on the effective date of grant. The Compensation Committee generally grants stock-based compensation to our executive officers annually within the same time frame each year. In the case of new hires, grant prices generally are determined by the closing price of our common stock on the 15th day of the month following the date on which the employee reports for service.

Fiscal 2023 Stock-Based Compensation. During fiscal 2023, grants of annual stock-based compensation to our NEOs consisted of RSUs and PSUs, with a weighting of 40% for RSUs and 60% for PSUs. In determining the equity awards granted to each executive officer, the Compensation Committee considered the factors discussed above.

RSUs vest one-fourth following each of the first, second, third, and fourth anniversaries of the grant date.

PSUs are earned and vest based on the relative performance of our common stock against the RUT over the approximately three-year performance period following the date of grant. If the relative performance of our common stock (measured based on the average closing price of our common stock during the 90-calendar-day-period preceding approximately the third anniversary of the date of grant against the average

closing price of our common stock during the 90-calendar-day-period immediately following the date of grant) does not equal or exceed the relative performance of the RUT (measured based on the average closing price of the RUT during the 90-calendar-day-period preceding approximately the third anniversary of the date of grant against the average closing price of the RUT during the 90-calendar-day-period immediately following the date of grant), then no PSUs subject to the awards will be earned and vest. If the relative performance of our common stock equals the relative performance of the RUT, then 38% of the PSUs subject to the awards (at target) will be earned and vest, or the threshold award. If the relative performance of our common stock exceeds the relative performance of the RUT by up to five points, then the PSUs subject to the awards will be earned and vest on a straight-line basis from the threshold award level up to the target award level, with 100% of the PSUs subject to the awards (the target number of PSUs) being earned and vesting if the relative performance of our common stock exceeds the relative performance of the RUT by five points. If the relative performance of our common stock exceeds the relative performance of the RUT by over five points up to a level of 10 points, then the PSUs subject to the awards will be earned and vest on a straight-line basis up to the maximum award, with 200% of the PSUs subject to the awards (the maximum number of PSUs) being earned and vesting if the relative performance of our common stock exceeds the relative performance of the RUT by 10 points or more.

The underlying shares of our common stock earned, if any, relating to PSUs will be delivered as soon as practical after the ending date of the performance period and confirmation by the Compensation Committee of the performance achievement. The maximum number of shares that can be delivered with respect to the fiscal 2023 PSU awards is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value.

Upon a change in control of the Company prior to the three year anniversary of the date of any PSU grant, each PSU award recipient will earn a number of PSUs subject to the award in accordance with the formula described above, provided that (i) the relative performance of our common stock will be measured based on the consideration offered for one share of our common stock in the change in control to calculate our market capitalization (or in the event of a change in control that does not involve an acquisition of our stock, based on the trading price of our common stock on the date of the change in control to calculate our market capitalization) against the average closing price of our common stock during the 90-calendar-day period immediately following the date of grant; and (ii) the relative performance of the RUT will be measured based on the average closing price of the RUT during the 90-calendar-day-period immediately prior to the change in control against the average closing price of the RUT during the 90-calendar-day-period immediately following the date of grant. The PSUs earned pursuant to the formula described above will then be converted into RSUs that will vest upon the earlier of (i) a qualifying termination of employment or (ii) the original vesting date.

2020 PSU Payout. The PSUs granted in fiscal 2020 to our executive officers, which had a three-year performance period ending May 1, 2023, were not earned because our market capitalization combined with the market capitalization of AOUT did not meet the minimum performance requirements compared with the RUT. Over the three-year performance period, our market capitalization combined with the market capitalization of AOUT depreciated 29.0% while the RUT appreciated 31.0%. As a result, the Compensation Committee confirmed that this underperformance resulted in the PSUs granted in fiscal 2020 not being earned, and therefore, our NEOs who received the 2020 award received none of the target shares of common stock underlying the PSUs granted in fiscal 2020.

Adjustments for the Separation. In connection with the Separation, our outstanding stock-based awards were adjusted in a manner intended to maintain the intrinsic value of the RSUs and PSUs immediately prior to the Separation. The RSUs and PSUs held by our directors and executives generally were converted into RSUs or PSUs of us and AOUT, such that each such holder would (i) continue to hold the existing RSU or PSU in us covering the same number of shares of our common stock that were subject to the RSU or PSU prior to the Separation and (ii) receive an identical RSU or PSU covering one share of AOUT common stock for each four shares of our common stock covered by the RSU or PSU in us, resulting in the RSUs or PSUs for us, and AOUT, having a combined intrinsic value immediately after the Separation as before the Separation, taking into account any necessary adjustments to the exercise price to maintain

such intrinsic value. In addition, to the extent the existing award of us is subject to the achievement of certain company performance-based target goals, appropriate adjustments were made to such target goals and incorporated into the new awards to reflect the changes to the businesses as a result of the Separation. The number of shares covered by RSUs in us held by other employees were adjusted so that the RSUs had the same intrinsic value immediately following the Separation as before the Separation. To the extent the existing award is subject to vesting based upon continued service, the new awards also remained subject to the same vesting conditions based upon continued employment with the holder’s post-Separation employer.

Our executives are eligible to participate in those health, welfare, and retirement plans generally available to employees who meet applicable eligibility requirements – including our profit sharing, 401(k), employee stock purchase, and medical and disability plans. In addition, from time to time, we may provide our executive officers with other benefits and perquisites that we believe are reasonable – including severance and change-in-control benefits, car allowances, housing allowances, relocation assistance, a nonqualified supplemental deferred compensation plan, and insurance premium reimbursement.

We do not view perquisites and other personal benefits as a significant element of our executive compensation program, but believe they can be useful in attracting, motivating, and retaining executive talent. We believe these additional benefits may assist our executives in performing their duties and provide time efficiencies in appropriate circumstances. We may provide additional benefits and perquisites to our executives in the future as an element of their overall compensation. All future practices will be approved and subject to periodic review by the Compensation Committee.

We have assessed the compensation policies and practices with respect to our employees, including our executive officers, and concluded that they do not create risks that are reasonably likely to have a material adverse effect on us.

Section 162(m) of the Code generally limits our deductibility, for federal income tax purposes, of compensation paid to each of our NEOs in excess of $1 million per person per year.

Sections 280G and 4999 of the Code provide that executive officers and directors and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of a company that exceeds certain prescribed limits and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G and 4999 during fiscal 2023, and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement.

See “Board and Governance Matters—Additional Governance Matters—Director and Officer Derivative Trading and Hedging.”

We maintain a compensation recovery, or clawback, policy. In the event we are required to restate our financial results as a result of a material noncompliance by us with any financial reporting requirement under the federal securities laws, we will have the right to use reasonable efforts to recover from any current or former executive officer who received incentive compensation (whether cash or equity) from us during the three-year period preceding the date on which we were required to prepare the accounting restatement, any excess incentive compensation awarded as a result of the misstatement. This policy is administered by the Compensation Committee. We have adopted a new clawback policy that will take effect within 60 days of the effective date of certain amendments to the applicable Nasdaq listing rules.

We maintain stock ownership guidelines for our non-employee directors and executive officers. Our non-employee directors and executive officers are required to own shares of our common stock or share equivalents with a value equal to at least the lesser of the following:

Each individual has five years from the date of his or her appointment as a director or an executive officer to achieve the required ownership levels. For these purposes, stock ownership generally includes shares directly owned by the individual (including any shares over which the individual has sole ownership, voting, or investment power); shares owned by the individual’s minor children and spouse and by other related individuals and entities over whose shares the individual has custody, voting control, or power of disposition; shares underlying RSUs that have vested and are deliverable or will be vested and deliverable within 60 days; shares underlying PSUs that have vested, but are not deliverable within 60 days if the performance requirements have been satisfied; and shares held in trust for the benefit of the individual. Failure to satisfy the required ownership level may result in the ineligibility of the individual to receive stock-based compensation, in the case of an executive officer or director, or inability to be a nominee for election to the Board, in the case of a director.

We do not maintain employment agreements with any of our NEOs, except Mr. Smith.

Mr. Smith. On April 4, 2020, we entered into an employment agreement with Mr. Smith, pursuant to which he is (a) entitled to an annual base salary that is subject to annual review by the Board and (b) eligible to participate in our executive compensation programs, to receive a discretionary annual cash bonus under our annual cash incentive program as determined by the Board, and to receive annual and periodic stock-based compensation awards as determined by the Board. Mr. Smith is entitled to receive other standard benefits, including a car allowance of $1,500 per month; participation in any group health insurance, pension, retirement, vacation, expense reimbursement, relocation program, and other plans, programs, and benefits approved by the Board and made available from time to time to our other executives; and certain insurance benefits.

If we unilaterally terminate Mr. Smith’s employment without cause, he will receive (i) his base salary for 18 months after the termination; (ii) a pro rata portion of his annual cash bonus for the fiscal year in which the termination occurs to the extent earned under the then applicable executive annual cash incentive program; (iii) a car allowance for 18 months after termination; (iv) at our option, either (x) coverage under our medical plan to the extent provided for him pursuant to his employment agreement at termination, such benefits to

be received for 18 months thereafter or (y) reimbursement for the COBRA premium for such coverage through the earlier of the 18-month period or the COBRA eligibility period; and (v) a vested pro rata portion of stock-based awards scheduled to vest in the fiscal year of the termination.

If Mr. Smith’s employment is terminated by reason of his death or disability, if Mr. Smith unilaterally terminates his employment, or if Mr. Smith engages in an act or acts involving a crime, moral turpitude, fraud or dishonesty, or he willfully violates in a material respect our Corporate Governance Guidelines, Code of Conduct, or Code of Ethics for the Chief Executive Officer and Senior Financial Officers, he will receive no further base compensation under his employment agreement.

If Mr. Smith’s employment is terminated by reason of his death or disability, if we unilaterally terminate Mr. Smith’s employment without cause, or if Mr. Smith voluntarily terminates his employment, or is terminated by us, following a qualifying change in control event as described below, he will receive, for the fiscal year of the notice of termination, any earned bonus, on a pro-rated basis, based on the performance goals actually achieved for the fiscal year of the notice of termination, as determined in the sole discretion of the Board, at the time such bonuses are paid to our other employees.

The agreement provides that, in the event of a change in control (as defined therein), Mr. Smith may, at his option and upon written notice to us, terminate his employment, unless (i) the provisions of his employment agreement remain in full force and effect and (ii) he suffers no reduction in his status, duties, authority, or compensation following the change in control, provided that he will be considered to suffer a reduction in his status, duties, or authority if, after the change in control, (a) he is not the CEO of the company that succeeds to our business; (b) such company’s stock is not listed on a national stock exchange; or (c) such company terminates his employment or reduces his status, duties, authority, or compensation within one year of the change in control. If, within one year of a change of control, Mr. Smith terminates his employment because of the change in control following which the employment agreement does not remain in full force and effect or his status, duties, authority, or compensation have been reduced, or such company terminates Mr. Smith, he will receive (A) his base salary for 18 months; (B) an amount equal to 150% of the average of his cash bonus paid for each of the two fiscal years immediately preceding his termination, which will be paid over the 18-month period; (C) his car allowance for 18 months; and (D) at our option, either (x) coverage under our medical plan to the extent provided for him at the date of termination for 18 months or (y) reimbursement for the COBRA premium for such coverage through the earlier of such 18-month period or the COBRA eligibility period. In addition, all unvested stock-based compensation held by Mr. Smith in his capacity as an employee on the effective date of the termination will vest as of the effective date of such termination.

The employment agreement includes non-competition and non-solicitation provisions that apply for 18 months following termination.

The Smith & Wesson Brands, Inc. Executive Severance Pay Plan (the “Executive Severance Plan”) is intended to provide severance pay to certain eligible executives whose employment is terminated under certain circumstances. All of our NEOs participated in the Executive Severance Plan during fiscal 2023, except Mr. Smith, whose severance eligibility is covered under other agreements.

Subject to certain conditions, if we terminate a participating executive without good cause (other than due to death or disability) or a participating executive resigns for good reason (each as defined therein), he or she will receive certain payments and benefits, subject to the terms and conditions set out in the Executive Severance Plan. These payments and benefits include continuation of base salary for six months, a lump sum cash payment equal to the average of the cash incentive bonuses paid to the executive for each of the preceding two fiscal years, vesting of all stock-based compensation granted to the executive in his or her capacity as an employee, and reimbursement for the cost of healthcare continuation coverage for the participating executive and his or her eligible dependents for six months. See “Potential Payments Upon Termination or Change in Control.”

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee:Barry M. Monheit, Chairman; Anita D. Britt; Fred M. Diaz; John B. Furman; and Michelle J. Lohmeier

During fiscal 2023, Messrs. Diaz, Furman, and Monheit and Ms. Britt served on the Compensation Committee. None of these individuals had any material contractual or other relationships with us during the fiscal year, except as directors. During fiscal 2023, none of our executive officers served on the compensation committee or board of directors of any entity whose executive officers serve as a member of the Board or Compensation Committee.

The following table sets forth, for fiscal 2023, 2022, and 2021, information with respect to compensation for services in all capacities to us and our subsidiaries earned by our NEOs.

(1) The amounts shown in this column represent the amount Mr. Maxwell received upon hire in fiscal 2022 and a discretionary bonus that Ms. McPherson received in recognition of her efforts in connection with the Separation. No other discretionary bonuses were paid to our NEOs.

(2) The amounts shown in this column represent the grant date fair value for PSUs and RSUs granted to the NEOs during the covered year calculated in accordance with ASC Topic 718 excluding the effect of forfeitures. The assumptions used in determining the grant date fair value of these awards are set forth in Note 13 to our consolidated financial statements, which are included in our Form 10-K. For further information on these awards, see “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Stock-Based Compensation” and “Fiscal 2023 Grants of Plan-Based Awards” below and the narrative discussion that follows.

Set forth below is the maximum value for the PSUs granted to the NEOs during fiscal 2023 (i.e., 200% of the target award value).

(3) The amounts shown in this column constitute payments made, if any, under our 2023, 2022, and 2021 annual performance-based cash incentive compensation programs. These amounts were calculated and paid to our NEOs in the fiscal year following when they were earned. For a description of our payments in fiscal 2023, see “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Annual Performance-Based Cash Incentive Compensation.”

(4a) Except as otherwise indicated, the amounts shown in this column consist of reimbursement of disability insurance premiums.

(4b) Profit sharing amounts earned in fiscal 2023 that exceeded the 401(k) maximum contribution limit will be contributed to the Deferred Compensation Plan (as defined below) upon payout in fiscal 2024. For further information, see “Retirement Plans — Nonqualified Deferred Compensation” below.

(5) The dollar value in this column for each NEO represents the sum of all compensation reflected in the previous columns.

(6) Compensation information for Mr. Maxwell is provided for only fiscal 2022 and fiscal 2023 because he was not a NEO in fiscal 2021.

The following table sets forth certain information with respect to grants of plan-based awards to our NEOs during fiscal 2023.

(1) For a description of our payments in fiscal 2023, see “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Annual Performance-Based Cash Incentive Compensation.”

(2) These PSUs vest based on the relative performance of our common stock against the RUT over the approximately three-year period following the date of grant. Notwithstanding the amounts shown in the “Maximum” column, the maximum number of shares that can be delivered with respect to fiscal 2023 PSU grants is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value. For further information on these awards, see “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Stock-Based Compensation.”

(3) One-fourth of the RSUs vest on each of the first, second, third, and fourth anniversaries of the date of grant, subject to each executive’s continued services with us.

(4) The amounts shown in this column represent the grant date fair value of stock awards calculated in accordance with ASC Topic 718, excluding the effects of forfeitures. The assumptions used in determining the grant date fair value of these awards are set forth in Note 13 to our consolidated financial statements, which are included in our Form 10-K.

The following table sets forth information with respect to outstanding equity awards held by our NEOs as of April 30, 2023.

(1) Generally, awards of RSUs vest one-fourth on May 1 following each of the first, second, third, and fourth anniversaries of the date of grant or on each of the first, second, third, and fourth anniversaries of the date of the grant. Awards of PSUs vest if the relative performance of our common stock achieves the then-applicable metric compared with the performance of the RUT over the approximately three-year performance period following the date of grant. For further information on these awards, see “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Stock-Based Compensation.”

(2) The market value of shares or units of stock that have not vested and unearned equity incentive plan awards is determined by multiplying the closing market price of our common stock at the end of our last completed fiscal year by the number of shares or units of stock or the amount of unearned equity incentive plan awards, as applicable.

(3) These PSUs vest based on the relative performance of our common stock against the RUT over the approximately three-year performance period following the date of grant and are reported at the maximum level of award. Notwithstanding the maximum amounts shown in this column, the maximum number of shares that can be delivered with respect to such grants is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value. Reference is also made to footnote 1 above. See also “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Stock-Based Compensation.”

(4) These PSUs were granted prior to the Separation; therefore, the performance against the RUT has been modified to compare against our market capitalization at the start of the performance period as compared to our market capitalization combined with AOUT at the end of the performance period. See “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Stock-Based Compensation — Adjustments for the Separation.”

The following table describes, for the NEOs, the number of shares acquired and the value realized on the exercise of options and vesting of stock awards during fiscal 2023.

(2) For stock awards, the value realized is computed as the market price on the later of the date the restrictions lapse or the delivery date multiplied by the number of shares vested. See “Compensation Matters — Compensation Discussion and Analysis —Compensation Elements — Stock-Based Compensation — 2020 PSU Payout.”

The following table sets forth information with respect to our common stock that may be issued upon the exercise of stock options or delivery of shares related to RSUs under our equity compensation plans as of April 30, 2023.

(1) The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs, which have no exercise price.

(2) Under our 2022 Incentive Stock Plan, an aggregate of 5,312,247 shares of our common stock was authorized for issuance pursuant to awards granted under such plan, of which 1,000,000 were authorized under the 2022 plan and 4,312,247 were carried over from the 2013 plan. The number of available shares will be increased by the number of shares with respect to which awards previously granted under such plan are terminated without being exercised, expire, are forfeited or cancelled, do not vest, or are surrendered in payment of any awards or any tax withholding with respect thereto. As of April 30, 2023, the aggregate number of shares of our common stock available for issuance pursuant to awards under the 2022 Incentive Stock Plan was 5,310,611. Our 2021 Employee Stock Purchase Plan authorizes the sale of up to 3,000,000 shares of our common stock to employees. As of April 30, 2023, there were 2,824,953 shares of common stock reserved for issuance under our 2021 Employee Stock Purchase Plan.

We maintain our Profit Sharing and Investment Plan (the “401(k) Plan”), a retirement plan intended to be tax-qualified under Section 401(a) of the Code and under which 401(k), Roth, matching, and discretionary profit-sharing contributions are authorized. All profit-sharing contributions vest immediately and all matching contributions vest 50% after one year and 100% after two years. The plan covers substantially all of our employees, including our NEOs, subject to meeting applicable eligibility requirements.

Employees become eligible to make 401(k) and Roth contributions and to receive matching contributions on the first day of the month after their date of hire. Subject to certain Code limitations, the plan permits non-highly compensated employees to make 401(k) and Roth contributions of up to 100% of their eligible compensation. Subject to certain Code limitations, we make discretionary matching contributions with respect to our employees’ 401(k) and Roth contributions. For the plan years ended April 30, 2023, 2022, and 2021, we made matching contributions equal to 50% of participants’ 401(k) and Roth contributions, up to 6% of their eligible compensation.

Employees become eligible to receive profit sharing contributions on the first day of the plan year subsequent to when they complete one year of eligible service and must be employed on the last day of the plan year, in order to receive a profit-sharing contribution, if any, for that plan year. For fiscal 2023, we made profit sharing contributions equal to approximately 15.0% of income from operations, excluding profit sharing (as defined under the plan). Profit sharing contributions are allocated to eligible participants in proportion to their eligible compensation (subject to certain Code limitations).

We do not offer any defined benefit pension plan to any of our executive officers.

We offer a Nonqualified Supplemental Deferred Compensation Plan, which is an unfunded deferred compensation plan that is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder (the “Deferred Compensation Plan”). The Deferred Compensation Plan provides deferred compensation benefits to a select group of management or highly compensated employees, as selected (in each case) by us.

The Deferred Compensation Plan allows participants to prospectively elect to defer up to 50% of base salary and up to 100% of certain cash bonuses. In the event that salary deferred into the 401(k) Plan must be returned to a participant under the Code’s 401(k) rules, a comparable amount of salary may be deferred into the plan by the participant if the participant has made such an election. In addition, we make non-elective contributions to the extent necessary to compensate participants for the amount of their “profit sharing” contribution that cannot be made to the 401(k) Plan due to the limitations of Section 415 of the Code. Additional discretionary non-elective contributions may also be made. Participant deferrals and non-elective contributions are, at all times, 100% vested.

Deferrals and non-elective contributions are credited to a deferred compensation account and held in a “rabbi trust” until the occurrence of an applicable distributable event. Distributable amounts are paid in the form of a lump sum cash payment or, for certain distributions, in a fixed number of cash installment payments, as elected by the participant.

The following table sets forth, for our NEOs, earnings, distributions and year-end account balances with respect to the Deferred Compensation Plan.

(1) Earnings reported in the aggregate balance at last fiscal year end were not reported as compensation to the NEO in the Summary Compensation Table for previous years because no above-market or preferential earnings on any nonqualified deferred compensation were paid to our NEOs.

The pay ratio disclosure presented above is a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, our CEO pay ratio disclosure may not be comparable to the pay ratio reported by other companies.

We selected March 31, of the relevant year, the end of the closest calendar quarter to our April 30 fiscal year end, as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner. To identify the “median employee,” we considered the prior trailing 12 months of W-2 wages as of March 31, for our consistently applied compensation measure because we believe that this measure reasonably reflects the annual compensation of our employees. Using this measure, we identified a “median employee” who is a full-time, salaried employee located in Springfield, Massachusetts. Once we identified this median employee, we totaled all of the elements of the employee’s compensation for the relevant fiscal year in accordance with the requirements of the applicable SEC rules, and consistent with the calculation of total compensation of our CEO in the Summary Compensation Table above.

In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and our performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.


Year		Summary Compensation Table Total for Mark P. Smith1 ($)		Summary Compensation Table Total for Brian D. Murphy1 ($)		Compensation Actually Paid to Mark P. Smith1,2,3 ($)		Compensation Actually Paid to Brian D. Murphy1,2,3 ($)		Average Summary Compensation Table Total for Non-PEO NEOs1 ($)		Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($)		Value of Initial Fixed $100 Investment based on:4				Net Income ($ Thousands)		Adjusted EBITDAS ($ Millions)⁵
														TSR ($)		Peer Group TSR ($)
(a)		(b)		(b)		(c)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
	2023	$	2,305,721	$	—	$	694,299	$	—	$	765,141	$	521,907	$	167	$	142	$	36,876	$	95.2
	2022	$	2,821,898	$	—	$	1,725,797	$	—	$	836,695	$	344,465	$	183	$	163	$	194,494	$	299.6
	2021	$	2,704,939	$	206,319	$	4,393,799	$	2,051,760	$	785,434	$	1,324,456	$	229	$	198	$	252,049	$	366.6

1. Mark P. Smith was our Co-President and Co-Chief Executive Officer from January 15, 2020 until August 23, 2020; he has served as our Chief Executive Officer since August 24, 2020. Brian D. Murphy was our Co-President and Co-Chief Executive Officer from January 15, 2020, until his resignation on August 23, 2020 when he became the CEO of American Outdoor Brands, Inc., which we spun-off to our stockholders in August 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below.


2021	2022	2023
Deana L. McPherson	Deana L. McPherson	Deana L. McPherson
Jeffrey D. Buchanan	Kevin A. Maxwell	Kevin A. Maxwell
Robert J. Cicero	Susan J. Cupero	Susan J. Cupero
Susan J. Cupero	Robert. J. Cicero
Lane A. Tobiassen


37 I 2023 Proxy Statement


Executive Compensation

2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards columns set forth in the Summary Compensation Table.


Year		Summary Compensation Table Total for Mark P. Smith ($)		Exclusion of Stock Awards for Mark P. Smith ($)			Inclusion of Equity Values for Mark P. Smith ($)			Compensation Actually Paid to Mark P. Smith ($)
	2023	$	2,305,721	$	(1,502,872	)	$	(108,550	)	$	694,299
	2022	$	2,821,898	$	(1,371,850	)	$	275,749		$	1,725,797
	2021	$	2,704,939	$	(1,068,599	)	$	2,757,459		$	4,393,799

Year		Summary Compensation Table Total for Brian D. Murphy ($)		Exclusion of Stock Awards for Brian D. Murphy ($)			Inclusion of Equity Values for Brian D. Murphy ($)			Compensation Actually Paid to Brian D. Murphy ($)
	2021	$	206,319	$	—		$	1,845,441		$	2,051,760

Year		Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Exclusion of Stock Awards for Non-PEO NEOs ($)			Average Inclusion of Equity Values for Non-PEO NEOs ($)			Average Compensation Actually Paid to Non-PEO NEOs ($)
	2023	$	765,141	$	(367,134	)	$	123,900		$	521,907
	2022	$	836,695	$	(351,308	)	$	(140,922	)	$	344,465
	2021	$	785,434	$	(164,012	)	$	703,034		$	1,324,456

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


Year		Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Mark P. Smith ($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Mark P. Smith ($)			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mark P. Smith ($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Mark P. Smith ($)			Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Mark P. Smith ($)		Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Mark P. Smith ($)		Total - Inclusion of Equity Values for Mark P. Smith ($)
	2023	$	1,154,226	$	(1,258,255	)	$	—	$	(4,521	)	$	—	$	—	$	(108,550	)
	2022	$	835,528	$	(562,497	)	$	—	$	2,718		$	—	$	—	$	275,749
	2021	$	943,468	$	1,695,528		$	—	$	118,463		$	—	$	—	$	2,757,459


38 I 2023 Proxy Statement


Executive Compensation


Year		Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Brian D. Murphy ($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Brian D. Murphy ($)			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Brian D. Murphy ($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Brian D. Murphy ($)			Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Brian D. Murphy ($)			Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Brian D. Murphy ($)		Total - Inclusion of Equity Values for Brian D. Murphy ($)
	2021	$	—	$	1,668,625		$	—	$	176,816		$	—		$	—	$	1,845,441

Year		Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)			Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)			Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)			Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($)		Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
	2023	$	281,965	$	(154,040	)	$	—	$	(4,025	)	$	—		$	—	$	123,900
	2022	$	161,687	$	(54,762	)	$	—	$	29,853		$	(277,700	)	$	—	$	(140,922	)
	2021	$	155,563	$	322,806		$	15,616	$	296,420		$	(87,371	)	$	—	$	703,034

4. The Peer Group TSR set forth in this table utilizes the Russell 1500 Leisure Products Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended April 30, 2023. The comparison assumes $100 was invested for the period starting April 30, 2020 through the end of the listed year in the Company and in the Russell 1500 Leisure Products Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

5. We determined Adjusted EBITDAS to be the most important financial performance measure used to link our performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in fiscal year 2023. More information on Adjusted EBITDAS can be found in the Annual Performance-Based Cash Incentive Compensation section of the Compensation Discussion and Analysis of this Proxy Statement. This performance measure may not have been the most important financial performance measure for fiscal years 2022 and 2021, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure

Tabular List of Most Important Financial [and Non-Financial] Performance Measures

The Board has appointed an Audit Committee, consisting of four independent directors, each of whom is “independent” as independence is defined in applicable Nasdaq and SEC rules.

The ~~enclosed proxy~~purpose of the Audit Committee is ~~being solicited~~to assist the oversight of the Board in the integrity of our financial statements, our compliance with legal and regulatory matters, our policies and practices related to information security, the independent registered public accountant’s qualifications and independence, and the performance of our independent registered public accountant. The primary responsibilities of the Audit Committee include overseeing our accounting and financial reporting process and audits of our financial statements on behalf of ~~American Outdoor Brands Corporation,~~the Board.

Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The independent registered public accountant is responsible for auditing the financial statements and expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles.

In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements with management and the independent registered public accountant. The Audit Committee discussed with the independent registered public accountant the matters required to be discussed by the Public Company Accounting Oversight Board, including a ~~Nevada corporation,~~discussion of the independent registered public accountant’s judgments as to the quality of our accounting principles and such other matters as are required to be discussed under generally accepted auditing standards. In addition, the Audit Committee received from the independent registered public accountant written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the Audit Committee concerning independence. The Audit Committee also discussed with the independent registered public accountant its independence from management and us, including the matters covered by the written disclosures and letter provided by the independent registered public accountant.

The Audit Committee discussed with the independent registered public accountant the overall scope and plans for its audit. The Audit Committee met with the independent registered public accountant, with and without management present, to discuss the results of the examinations, its evaluations of us, the internal controls, and the overall quality of the financial reporting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in the Form 10-K.

Audit Committee: Anita D. Britt; Chairman; John B. Furman; Robert L. Scott; and Denis G. Suggs.

The proxy materials for the 2023 Annual Meeting ~~of Stockholders during~~include the ~~live webcast of the meeting by visiting~~~~www.virtualshareholdermeeting.com/AOBC2017~~ ~~and entering the16-digit~~ ~~control number included on your proxy card or in the instructions that accompanied your proxy materials.~~

~~In accordance with rules adopted by the Securities and Exchange Commission, or the SEC, that allow companies to furnish their proxy materials over the Internet, we are mailing a~~ Notice of ~~Internet Availability of~~Annual Meeting, this Proxy ~~Materials instead of~~Statement, and our annual report. If you received a paper copy of ~~our~~these materials, the proxy materials also include a proxy card or voting instruction form.

A proxy statement is a document that SEC regulations require us to give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote your shares, and our 2017 Annual Report to most of our stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how to access those documents and vote over the Internet. The Notice of Internet Availability of Proxy Materialsthat other person is called a proxy. If you designate someone as your proxy in a written document, that document is also ~~contains instructions on how to request~~called a ~~paper copy of our~~ proxy ~~materials, including our proxy statement, our 2017 Annual Report, and~~or a ~~form of~~ proxy card. We ~~believe this process~~have designated Mark P. Smith and Deana L. McPherson as proxies for the 2023 Annual Meeting.

What does it mean if I receive more than one notice, proxy materials email, or proxy card?

If you receive more than one notice, proxy materials email, or proxy card, you likely have multiple accounts with brokers and/or our transfer agent and will ~~allow~~need to vote separately with respect to each notice, proxy materials email, or proxy card you receive.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

The SEC permits us to ~~provide our stockholders~~furnish proxy materials by providing access to those documents on the ~~information they need in a more timely manner, while reducing the environmental impact and lowering our costs~~Internet. Stockholders will not receive printed copies of ~~printing and delivering~~ the proxy ~~materials.~~

~~These~~materials unless they request them. The notice instructs you as to how to submit your proxy ~~solicitation materials were first released~~ on the Internet. If you would like to receive a paper or ~~about August 7, 2017 to all stockholders entitled to vote at~~email copy of the ~~meeting.~~

~~Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on September~~ ~~19, 2017.~~ ~~These~~ proxy materials, ~~which include~~you should follow the instructions in the notice ~~of annual meeting, this proxy statement, and our 2017 Annual Report~~ for ~~the fiscal year ended April 30, 2017, are available at~~ ~~www.proxyvote.com~~.requesting those materials.

You ~~are entitled to attend the meeting only~~may vote if you ~~were a stockholder~~owned common stock as of ~~record at~~ the close of business on July ~~26, 2017, which we have set as~~28, 2023, the record ~~date,~~date.

When voting on proposals, you may vote “for” or “against” the item, or you ~~hold~~may abstain from voting.

Only stockholders of record may vote electronically during the 2023 Annual Meeting. If you are a ~~valid~~beneficial owner of shares and wish to vote electronically during the 2023 Annual Meeting, you must obtain a “legal proxy” from your broker, bank, or other nominee that holds your shares giving you the right to vote the shares at the 2023 Annual Meeting.

We encourage you to vote your proxy ~~for~~by Internet, telephone, or mail prior to the ~~meeting.~~2023 Annual Meeting, even if you plan to attend the 2023 Annual Meeting virtually.

The 2023 Annual Meeting will be held exclusively online, with no option to attend in person. You may attend the meeting by visitingwww.virtualshareholdermeeting.com/~~AOBC2017~~SWBI2023 and using your16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials to enter the meeting. If you do not have a 16-digit control number, you may still attend the meeting as a guest in listen-only mode. We encourage stockholders to log in to the website and access the webcast early, beginning approximately 15 minutes before the 2023 Annual Meeting’s 10:00 a.m. start time. If you experience technical difficulties, please contact the technical support telephone number posted on ~~July 26, 2017,~~the virtual stockholder meeting login page.

If, as of the record date, your shares were held in an account at a brokerage firm, bank, or similar organization, then you are the beneficial owner of shares held in “street name,” and you will be required to provide proof of beneficial ownership, such as your most recent account statement as of the record date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. If you do not comply with the procedures outlined above, you will not be admitted to the virtual annual meeting.

Stockholders ~~who wish~~of record and proxy holders that provide their valid 16-digit control number will be able to participate in the 2023 Annual Meeting by asking questions and voting their shares as outlined above.

To submit ~~a question for the meeting may do so live~~questions during the meeting, at~~www.virtualshareholdermeeting.com/AOBC2017~~.stockholders may log into the virtual meeting website with their 16-digit control number, type the question into the “Ask a Question” field, and click “Submit.”

~~Stockholders Entitled~~Only stockholders with a valid 16-digit control number will be allowed to ~~Vote; Record Date; How~~ask questions and engage in dialogue. Questions and comments pertinent to ~~Vote~~meeting matters will be answered and addressed during the 2023 Annual Meeting as time allows. If we receive substantially similar written questions, we may group these questions together and provide a single response to avoid repetition and allow time for additional question topics. If we are unable to respond to a stockholder’s properly submitted question due to time constraints, we will endeavor to respond directly to that stockholder using the contact information provided.

~~Stockholders~~Additional information regarding the rules and procedures for participating in the virtual annual meeting will be provided in our meeting rules of ~~record at~~conduct, which stockholders may view during the close of business on July 26, 2017, which we have set as the record date, are entitled to notice of and to vote at the meeting. On the record date, there were outstanding 53,974,365 shares of our common stock. Each stockholder voting2023 Annual Meeting at the meeting ~~either electronically during the meeting or by proxy, may cast one vote per share of common stock held on all matters to be voted on at the meeting.~~website.

If, on July 26, 2017, your shares were registered directly in your name with our transfer agent, Interwest Transfer Co., Inc., then you are a stockholder of record. As a stockholder of record, you may vote electronically during the meeting. Alternatively, you may vote by proxy over the Internet as instructed above or, if you receive paper copies of the proxy materials by mail, by using the accompanying proxy card or by telephone. Whether or not you plan to attend the meeting, we urge you to vote by proxy over the Internet as instructed in the Notice of Internet Availability of Proxy Materials or, if you receive paper copies of the proxy materials by mail, by filling out and returning the enclosed proxy card or by telephone as instructed on the enclosed proxy card to ensure your vote is counted. Even if you have submitted a proxy before the meeting, you may still attend the meeting and vote electronically during the meeting.

If, on July 26, 2017, your shares were held in an account at a brokerage firm, bank, or similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account. You should have received voting instructions with these proxy materials from that organization rather than from us. You should follow the instructions provided by that organization to submit your proxy. You are also invited to attend the meeting. However, since you are not the stockholder of record, you may not vote your shares electronically during the meeting unless you obtain a “legal proxy” from the broker, bank, or other nominee that holds your shares giving you the right to vote the shares at the meeting.

~~The presence, in person or by proxy, of the holders of a majority of the total number of~~How many shares of common stock entitled to vote constitutes a quorum for the transaction of business at the meeting. Votes cast electronically during the meeting or by proxy at the meeting will be tabulated by the election inspector appointed for the meeting, who will determine whether a quorum is present.

~~Assuming that a quorum is present, the affirmative vote of a majority of the votes cast will be required for the election of each director nominee~~Common Stock were outstanding and to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2018. The advisory vote on the compensation of our named executive officers for fiscal 2017~~(“say-on-pay”)~~ ~~and the advisory vote on the frequency of futurenon-binding~~ ~~advisory votes on the compensation of our named executive officers(“say-on-frequency”)~~ ~~arenon-binding,~~ ~~but our Board of Directors will consider the input of stockholders based on a majority of votes cast for thesay-on-pay~~ ~~proposal and thesay-on-frequency~~ ~~proposal alternative that receives the most votes cast.~~

Brokers, banks, or other nominees that hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion if permitted by the stock exchange or other organization of which they are members. Brokers, banks, and other nominees are permitted to vote the beneficial owner’s proxy in their own discretion as to certain “routine” proposals when they have not received instructions from the beneficial owner, such as the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2018. If a broker, bank, or other nominee votes such “uninstructed” shares for or against a “routine” proposal, those shares will be counted towards determining whether or not a quorum is present and are considered entitled to vote on the ~~“routine” proposals. However, where a proposal is not “routine,” a broker, bank,~~record date?

Can I change my vote or ~~other nominee is not permitted to exercise its voting discretion on that proposal without specific instructions from the beneficial owner. Thesenon-voted~~ ~~shares are referred to as “brokernon-votes”~~ ~~when the nominee has voted on othernon-routine~~ ~~matters with authorization or voted on routine matters. These shares will be counted towards determining whether or not a quorum is present, but will not be considered entitled to vote on the“non-routine”~~ ~~proposals.~~revoke my proxy after I vote?

~~Please note that brokers, banks, and other nominees may not use discretionary authority to vote shares on the election of directors, thesay-on-pay~~ ~~proposal, or thesay-on-frequency~~ ~~proposal if they have not received specific instructions from their clients. For your vote to be counted in the election of directors, thesay-on-pay~~ ~~proposal, and thesay-on-frequency~~ ~~proposal, you will need to communicate your voting decisions to your broker, bank, or other nominee before the date of the meeting.~~

As provided in our bylaws, a majority of the votes cast means that the number of shares voted “for” a nominee for election to our Board of Directors or any other proposal exceeds the number of shares voted “against” such nominee or other proposal. Because abstentions and broker~~non-votes~~ ~~do not represent votes cast “for” or “against” a proposal, abstentions and brokernon-votes~~ ~~will have no effect on the election of directors, thesay-on-pay~~ ~~proposal, thesay-on-frequency~~ proposal, or the proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2018, as each such proposal is determined by reference to the votes actually cast by the shares present in person or by proxy at the meeting and entitled to vote.

In accordance with our director resignation policy, an incumbent director who does not receive the requisite majority of votes cast in an uncontested election is expected to submit his or her offer of resignation to our Board of Directors. Our Board of Directors, upon recommendation of the Nominations and Corporate Governance Committee, will make a determination as to whether to accept or reject the offered resignation within 90 days after the stockholder vote. A director whose offered resignation is under consideration will abstain from any decision or recommendation regarding the offered resignation, but will otherwise continue to serve as a director until our Board of Directors makes its determination regarding the offered resignation. We will publicly disclose our Board of Directors’ decision regarding the tendered resignation and the rationale behind the decision in a filing of a Current Report on Form~~8-K~~ ~~with the SEC.~~

~~When a proxy is properly executed and returned, the shares it represents will be voted at the meeting as directed. Except as provided above under “BrokerNon-Votes~~ ~~and Abstentions,” if no specification is indicated, the shares will be voted (1) “for” the election of each of the nine director~~

nominees set forth in this proxy statement, (2) “for” the approval of the compensation of our named executive officers for fiscal 2017, (3) to hold an advisory vote on the compensation of our named executive officers on an annual basis, and (4) “for” the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountant of our company for the fiscal year ending April 30, 2018. If any other matter is properly presented at the meeting, the individuals specified in the proxy will vote your shares using their best judgment.

Any person giving a proxy may revoke the proxy at any time before its use by delivering to us either a written notice of revocation or a duly executed proxy bearing a later date or by attending the meeting and voting electronically during the meeting.

What constitutes a quorum at the 2023 Annual Meeting, and why is a quorum required?

The presence at the 2023 Annual Meeting, in person or by proxy, of the holders of a majority of the total number of shares of common stock entitled to vote on the record date will constitute a quorum. Votes cast electronically during the meeting ~~(as provided under “Stockholders Entitled to Vote; Record Date; How to Vote”). Attendance~~or by proxy at the meeting will be tabulated by the election inspector appointed for the meeting, who will determine whether a quorum is present. A quorum of stockholders is necessary to hold a valid meeting.

What is the difference between holding shares as a “registered holder” and as a “beneficial holder?”

If your shares are registered directly in your name with our transfer agent, you are a registered holder. If your shares are held in the name of a bank, brokerage, or other nominee as custodian on your behalf, you are a beneficial holder.

What if I am a beneficial holder and do not ~~cause~~give voting instructions to my broker?

As a beneficial holder, you must provide voting instructions to your ~~previously granted~~bank, broker, or other nominee by the deadline provided in the materials you receive from your bank, broker, or other nominee to ensure your shares are voted in the way you would like. If you do not provide voting instructions to your bank, broker, or other nominee, whether your shares can be voted by such person will depend on the type of item being considered for vote. All proposals, other than Proposal 4, are “non-routine” matters and therefore non-discretionary items in that they may not be voted on by brokers, banks, or other nominees who have not received specific voting instructions from beneficial holders (so called “broker non-votes”). Proposal 4 is a “routine” matter and, therefore, a discretionary matter in that banks, brokers, and other nominees that do not receive voting instructions from beneficial holders may generally vote on this proposal in their discretion.

We are not aware of any items, other than those referred to in this Proxy Statement, that may properly come before the 2023 Annual Meeting. If other matters are properly brought before the 2023 Annual Meeting, the accompanying proxy will be voted at the discretion of the proxy holders.

Beneficial holders who share a single address may receive only one copy of the notice or the proxy materials, as the case may be, unless their broker, bank, or other nominee has received contrary instructions from any beneficial holder at that address. This is known as householding. If any beneficial holder(s) sharing a single address wishes to ~~be revoked unless you specifically so request.~~discontinue householding and/or receive a separate copy of the notice or the proxy materials, or wishes to enroll in householding, the beneficial holder(s) should contact its broker, bank, or other nominee directly. Alternatively, if any such beneficial holder wishes to receive a separate copy of the proxy materials, we will deliver them promptly upon request in writing (by mailing a request to our principal executive offices).

We ~~will~~ bear the ~~cost~~costs of ~~this solicitation. In addition, we may~~soliciting proxies. We will reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding solicitation materials to such beneficial owners. Proxies also may be solicited by certain of our directors and officers, personally or by telephone ore-mail, without additional compensation.

We have retained Morrow Sodali LLC, a proxy solicitation firm, to perform various solicitation services in connection with the 2023 Annual ~~Report and Other Matters~~

~~Our 2017 Annual Report to Stockholders, which was made available to stockholders with or preceding this proxy statement, contains financial~~Meeting. We will pay Morrow Sodali a fee of $10,000, plus phone and other ~~information about our company, but is not incorporated into this proxy statement and is not~~related expenses, in connection with its solicitation services. Morrow Sodali has engaged approximately 15 of its employees to be considered a part of these proxy materials or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The information containedassist us in ~~the “Compensation Committee Report” and the “Report of the Audit Committee” shall not be deemed “filed”~~connection with the ~~SEC or subject to Regulations 14A or 14C or to~~solicitation of proxies.

When will the ~~liabilities of Section 18 of~~Company announce the ~~Exchange Act.~~voting results?

We will ~~provide, without charge,~~announce preliminary voting results at the 2023 Annual Meeting and report the final results on our website and in a ~~copy of our Annual Report~~current report on Form~~10-K~~ ~~for the fiscal year ended April 30, 2017 as~~ 8-K filed with the ~~SEC to each stockholder~~SEC.

Important Notice Regarding the Availability of ~~record as~~Proxy Materials for the 2023 Annual Meeting.

These proxy materials, which include the notice of ~~the record date that requests a copy in writing. Any exhibits listed in our Annual Report on Form10-K~~ also will be furnished upon request at the actual expense we incur in furnishing such exhibits. Any such requests should be directed to our Secretary at the address of our executive offices set forth in this proxy statement.

Our articles of incorporation and bylaws provide that the number of directors shall be fixed from time to time by resolution of our Board of Directors. The number of directors currently is fixed at nine. Our articles of incorporation and bylaws provide that all directors are elected at each annual meeting, ~~of our stockholders for a term of one year and hold office until their successors are elected and qualified.~~

~~A board of nine directors is to be elected at~~ this meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them “for” each of the nominees named below. All of the nominees currently are directors of our company. In the event that any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee designated by our current Board of Directors to fill the vacancy. It is not expected that any nominee will be unable or will decline to serve as a director.

~~Our Board of Directors recommends a vote “for” the nominees listed below.~~

~~The following table sets forth certain information regarding the nominees for directors of our company:~~

~~Barry M. Monheit~~ has served as a director of our company since February 2004. Mr. Monheit has been since December 2015 Vice Chairman of the Board of Modern Round Entertainment Corporation, a publicly held company formed to create and roll out nationally an entertainment concept centered around a virtual interactive shooting experience utilizing laser technology-based replica firearms and extensive food and beverage offerings, and was a principal of its predecessor, Modern Round LLC, from February 2014 until December 2015. Mr. Monheit served as the President and Chief Executive Officer of Quest Resource Holding Corporation (formerly Infinity Resources Holdings Corp.), an environmental solutions company that serves as a single-service provider of recycling and environment-related programs, services, and information, from June 2011 until July 2013 and has served as a director of that company or its predecessors since June 2011. Mr. Monheit served as a financial and operational consultant from April 2010 until June 2011. From May 2009 until April 2010, Mr. Monheit was a Senior Managing Director of FTI Palladium Partners, a financial consulting division of FTI Consulting, Inc., a New York Stock Exchange-listed global advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory, and economic environment. Mr. Monheit was a consultant focusing on financial and operational issues in

the corporate restructuring field from January 2005 until May 2009. From July 1992 until January 2005, Mr. Monheit was associated in various capacities with FTI Consulting, Inc., serving as the President of its Financial Consulting Division from May 1999 through November 2001. Mr. Monheit was a partner with Arthur Andersen & Co. from August 1988 until July 1992, serving as~~partner-in-charge~~ ~~of its New York Consulting Division andpartner-in-charge~~ of its U.S. Bankruptcy and Reorganization Practice. We believe Mr. Monheit’s extensive experience in financial and operational consulting gained as an executive of major restructuring firms and his executive experience with major and emerging companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

~~Robert L. Scott~~ has served as a director of our company since December 1999. Mr. Scott is the Chairman of the National Shooting Sports Foundation and a Governor of the Sporting Arms and Ammunition Institute. Mr. Scott served as a consultant to our company from May 2004 until February 2006; President of our company from December 1999 until September 2002; Chairman of our wholly owned subsidiary, Smith & Wesson Corp., from January 2003 through December 2003; and President of Smith & Wesson Corp. from May 2001 until December 2002. From December 1989 to December 1999, Mr. Scott served as Vice President of Sales and Marketing and later as Vice President of Business Development of Smith & Wesson Corp. prior to its acquisition by our company. Prior to joining Smith & Wesson Corp., Mr. Scott was employed for eight years in senior positions with Berkley & Company and Tasco Sales Inc., two leading companies in the outdoor industry. Mr. Scott previously served as a director and a member of the Compensation Committee of OPT Holdings, a private company marketing hunting accessories. We believe Mr. Scott’s prior extensive service with our company and his very extensive industry knowledge and expertise provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

~~P. James Debney~~ has served as President and Chief Executive Officer of our company and as a member of our Board of Directors since September 2011. Mr. Debney was Vice President of our company from April 2010 until September 2011, and President of our firearm division from November 2009 until September 2011. Mr. Debney was President of Presto Products Company, formerly a business unit of Alcoa Consumer Products, a manufacturer of plastic products, from January 2007 until February 2009. He was Managing Director of Baco Consumer Products, a business unit of Alcoa Consumer Products, a manufacturer of U.K.-branded and private label foil, film, storage, food, and trash bag consumer products, from January 2006 until December 2006; Manufacturing and Supply Chain Director from August 2003 until December 2005; and Manufacturing Director from April 1998 until July 2003. Mr. Debney joined Baco Consumer Products in 1989 and held various management positions in operations, production, conversion, and materials. We believe Mr. Debney’s position as the President and Chief Executive Officer of our company and as the President of our firearm division, his intimate knowledge and experience with all aspects of the operations, opportunities, and challenges of our company, and his long business career at major companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

~~Robert H. Brust~~ has served as a director of our company since July 2011. Mr. Brust served as Chief Financial Officer for Sprint Nextel Corporation, a wireless and wireline communications company, from May 2008 until his retirement in April 2011. From February 2007 to May 2008, Mr. Brust was retired. Mr. Brust served as Executive Vice President of the Eastman Kodak Company, a provider of photographic products and services, from January 2000 to February 2007 and Chief Financial Officer of Eastman Kodak from January 2000 to November 2006. Mr. Brust was Senior Vice President and Chief Financial Officer of Unisys Corporation from 1997 to 1999. He also worked in a variety of financial and financial management positions at General Electric Company from 1965 to 1997.

Mr. Brust previously served as a member of the Board of Directors and Audit Committee of Covidien Ltd., a developer, manufacturer, and provider of healthcare products, as a trustee for the Nantucket Cottage Hospital, as a director and Chairman of the Audit Committee of Delphi Corporation and Applied Materials, Inc., and as a member of the ICG Commerce Manufacturing Executive Advisory Board. We believe Mr. Brust’s extensive financial leadership experience at a number of world class, publicly traded companies, his extensive knowledge of financial and operational practices in manufacturing environments, and his prior board experience with consumer-oriented companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

~~John B. Furman~~ has served as a director of our company since April 2004. Since leaving the practice of law in August 1998, Mr. Furman has served as a consultant to or an executive of a number of companies, including serving as the chief executive officer of two public companies, with his focus being on restructurings, business transactions, capital formation, and product commercialization. From February 2009 until December 2009, Mr. Furman was the President and Chief Executive Officer of Infinity Resources LLC (now Quest Resource Holding Corporation), a privately held environmental solutions company that served as a single-source provider of recycling programs. Mr. Furman served as President and Chief Executive Officer of GameTech International, a publicly traded company involved in interactive bingo systems, from September 2004 until July 2005. Mr. Furman served as President and Chief Executive Officer and a director of Rural/Metro Corporation, a publicly traded provider of emergency and fire protection services, from August 1998 until January 2000. Mr. Furman was a senior member of the law firm of O’Connor, Cavanagh, Anderson, Killingsworth & Beshears, a professional association, from January 1983 until August 1998; he was Associate General Counsel of Waste Management, Inc., a New York Stock Exchange- listed provider of waste management services, from May 1977 until December 1983; and Vice President, Secretary, and General Counsel of the Warner Company, a New York Stock Exchange-listed company involved in industrial mineral extractions and processing, real estate development, and solid and chemical waste management, from November 1973 until April 1977. Mr. Furman previously served as a director and Chairman of the Compensation Committee of MarineMax, Inc., a New York Stock Exchange-listed company that is the nation’s largest recreational boat dealer. We believe Mr. Furman’s experience as a chief executive officer and a consultant to multiple companies, his experience as a lawyer in private practice and for corporations, and his experience as a public company director provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

~~Gregory J. Gluchowski, Jr.~~ has served as a director of our company since June 2015. Mr. Gluchowski has since September 2015 served as the President and Chief Executive Officer of The Hillman Group, Inc., a leading provider of hardware solutions focused on industry leading sales and service. Prior to his role with Hillman, Mr. Gluchowski served for six years as President of the $1.2 billion Hardware and Home Improvement (HHI) division of Spectrum Brands Holdings, Inc. and a former division of Stanley Black and Decker. Mr. Gluchowski was Vice President, Global Operations of Black & Decker Corporation from October 2005 to December 2009; General Manager, Mexican Operations & Director North American Operations from March 2003 to September 2005; and General Manager, Kwikset Waynesboro Operation from January 2002 to June 2003. Prior to joining Black & Decker Corporation, Mr. Gluchowski served in various executive leadership positions with Phelps Dodge Corporation — Wire & Cable Group from 1988 to 2001, with his most recent position being Senior Vice President, Customer Satisfaction. We believe Mr. Gluchowski’s extensive experience in consumer-focused, high-volume manufacturing companies and his executive leadership of global businesses with over 7,000 employees provides the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

~~Michael F. Golden~~ has served as a director of our company since December 2004. Mr. Golden served as the President and Chief Executive Officer of our company from December 2004 until his retirement in September 2011. Mr. Golden served as Interim Chief Executive Officer of Quest Resource Holding Corporation (formerly Infinity Resources Holdings Corporation), an environmental solutions company that serves as a single source provider of recycling and environment-related programs, services and information, from October 2015 to February 2016 and has served on its board of directors since October 2012. Mr. Golden was employed in various executive positions with the Kohler Company from February 2002 until joining our company, with his most recent position being the President of its Cabinetry Division. Mr. Golden was the President of Sales for the Industrial/Construction Group of the Stanley Works Company from 1999 until 2002; Vice President of Sales for Kohler’s North American Plumbing Group from 1996 until 1998; and Vice President — Sales and Marketing for a division of The Black & Decker Corporation where he was employed from 1981 until 1996. Since February 2013, Mr. Golden has served as a member of the board of directors, a member of the Audit Committee, and a Chairman of the Governance Committee of Trex Company, Inc., a New York Stock Exchange-listed manufacturer of high-performance wood-alternative decking and railing. We believe Mr. Golden’s service as the former President and Chief Executive Officer of our company, his intimate knowledge and experience with all aspects of the operations, opportunities, and challenges of our company, and his long business career at major companies provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

~~Mitchell A. Saltz~~ has served as a director of our company since October 1998. Mr. Saltz has been since December 2015 Chairman of the Board of Modern Round Entertainment Corporation, a publicly held company formed to create and roll out nationally an entertainment concept centered around a virtual interactive shooting experience utilizing laser technology-based replica firearms and extensive food and beverage offerings, and was a principal of its predecessor, Modern Round LLC, from February 2014 until December 2015. Mr. Saltz has served as the Chairman of Quest Resource Holding Corporation (formerly Infinity Resources Holdings Corp.), an environmental solutions company that serves as a single-service provider of recycling and environment-related programs, services, and information, or its predecessors since 2005 and the Chairman and Managing Partner of Southwest Capital Partners, an investment banking firm, since 2009. Mr. Saltz served as Chairman of the Board and Chief Executive Officer of our company from February 1998 through December 2003. Mr. Saltz founded~~Saf-T-Hammer~~ in 1997, which developed and marketed firearm safety and security products designed to prevent the unauthorized access to firearms, which acquired Smith & Wesson Corp. from Tomkins, PLC in May 2001 and changed its name to Smith & Wesson Holding Corporation. We believe Mr. Saltz’s history as a founder of our company, his service as a former officer of our company, and his financial, investment, and management experience provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

~~I. Marie Wadecki~~ has served as a director of our company since September 2002. Ms. Wadecki served as the Corporate Budget Director of the McLaren Health Care Corporation, a Michigan-based $3.5 billion eight-hospital health care system, from January 2001 until her retirement in September 2007. Ms. Wadecki was employed by McLaren for more than 30 years, holding positions of increasing responsibility. In November 2008, Ms. Wadecki was appointed to the McLaren Flint Medical Center’s Foundation Board of Trustees. Since October 2012, Ms. Wadecki has served as a member of the board of directors, Chairperson of the Nominations and Corporate Governance Committee, and a member of the Audit Committee of Quest Resource Holding Corporation (formerly Infinity Resources Holdings Corp.), an environmental solutions company that serves as a single-service provider of recycling and environment-related programs, services, and information. Ms. Wadecki is a member of the National Association of Corporate Directors, the American College of Healthcare Executives, Women Business Leaders of the U.S. Healthcare Industry Foundation, and Women Corporate

Directors. Ms. Wadecki is recognized as a Board Leadership Fellow by the National Association of Corporate Directors, which is an organization devoted to advancing exemplary board leadership by providing support and educational opportunities to directors and boards. We believe Ms. Wadecki’s long employment history with a major health care organization, her financial background, and her corporate governance expertise provide the requisite qualifications, skills, perspectives, and experience that make her well qualified to serve on our Board of Directors.

~~There are no family relationships among any of our directors and executive officers.~~

Our Board of Directors has determined, after considering all of the relevant facts and circumstances, that Robert H. Brust, John B. Furman, Gregory J. Gluchowski, Jr., Michael F. Golden, Barry M. Monheit, Mitchell A. Saltz, Robert L. Scott, and I. Marie Wadecki are independent directors, as “independence” is defined by the listing standards of the Nasdaq Stock Market, or Nasdaq, and by the SEC, because they have no relationship with us that would interfere with their exercise of independent judgment in carrying out their responsibilities as a director. P. James Debney is an employee director.

~~Committee Charters, Corporate Governance Guidelines, and Codes of Conduct and Ethics~~

Our Board of Directors has adopted charters for the Audit, Compensation, and Nominations and Corporate Governance Committees describing the authority and responsibilities delegated to each committee by our Board of Directors. Our Board of Directors has also adopted Corporate Governance Guidelines, a Code of Conduct, and a Code of Ethics for the CEO and Senior Financial Officers. We post on our website, at ~~www.aob.com~~, the charters of our Audit, Compensation, and Nominations and Corporate Governance Committees; our Corporate Governance Guidelines, Code of Conduct, and Code of Ethics for the CEO and Senior Financial Officers, and any amendments or waivers thereto; and any other corporate governance materials specified by SEC or Nasdaq regulations. These documents are also available in print to any stockholder requesting a copy in writing from our Secretary at the address of our executive offices set forth in this proxy statement.

We have a policy on corporate political contributions and expenditures. In the event we make political contributions or expenditures in the United States that are not deductible by us as “ordinary and necessary” business expenses under Section 162(e) of the Internal Revenue Code of 1986, as amended, or the Code, in excess of $50,000 in the aggregate during such fiscal year, we will post on our website an annual report on such political contributions and expenditures. A copy of this policy and our annual report, ~~on corporate political contributions and expenditures for fiscal 2017 is~~are available ~~on our website~~ at ~~www.aob.com~~www.proxyvote.com.

We regularly schedule executive sessions in which independent directors meet without the presence or participation of management. The Chairman of our Board of Directors serves as the presiding director of such executive sessions.

Our bylaws authorize our Board of Directors to appoint from among its members one or more committees consisting of one or more directors. Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominations and Corporate Governance Committee, each consisting entirely of independent directors as “independence” is defined by the listing standards of Nasdaq and by the SEC.

The purpose of the Audit Committee includes overseeing the financial and reporting processes of our company and the audits of the financial statements of our company and providing assistance to our Board of Directors with respect to its oversight of the integrity of the financial statements of our

company, our company’s compliance with legal and regulatory matters, the independent registered public accountant’s qualifications and independence, and the performance of our company’s independent registered public accountant. The primary responsibilities of the Audit Committee are set forth in its charter and include various matters with respect to the oversight of our company’s accounting and financial reporting process and audits of the financial statements of our company on behalf of our Board of Directors. The Audit Committee also selects the independent registered public accountant to conduct the annual audit of the financial statements of our company; reviews the proposed scope of such audit; reviews accounting and financial controls of our company with the independent registered public accountant and our financial accounting staff; and reviews and approves any transactions between us and our directors, officers, and their affiliates, also referred to as related-person transactions.

The Audit Committee currently consists of Messrs. Brust and Furman and Ms. Wadecki. Our Board of Directors has determined that each of Messrs. Brust and Furman and Ms. Wadecki, whose backgrounds are described above, qualifies as an “audit committee financial expert” in accordance with applicable rules and regulations of the SEC. Mr. Brust chairs the Audit Committee.

The purpose of the Compensation Committee includes determining, or, when appropriate, recommending to our Board of Directors for determination, the compensation of the Chief Executive Officer and other executive officers of our company and discharging the responsibilities of our Board of Directors relating to compensation programs of our company. The Compensation Committee currently makes all decisions with respect to executive compensation. The Compensation Committee currently consists of Messrs. Furman, Gluchowski, and Monheit and Ms. Wadecki. Mr. Furman chairs the Compensation Committee.

The purpose of the Nominations and Corporate Governance Committee includes the selection or recommendation to our Board of Directors of nominees to stand for election as directors at each election of directors, the oversight of the selection and composition of committees of our Board of Directors, the oversight of the evaluations of our Board of Directors and management, and the development and recommendation to our Board of Directors of corporate governance principles applicable to our company. The Nominations and Corporate Governance Committee currently consists of Messrs. Gluchowski, Monheit, and Scott and Ms. Wadecki. Ms. Wadecki chairs the Nominations and Corporate Governance Committee.

The Nominations and Corporate Governance Committee will consider persons recommended by stockholders for inclusion as nominees for election to our Board of Directors if the information required by our bylaws is submitted in writing in a timely manner addressed and delivered to our Secretary at the address of our executive offices set forth in this proxy statement. The Nominations and Corporate Governance Committee identifies and evaluates nominees for our Board of Directors, including nominees recommended by stockholders, based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on our Board of Directors.

We have assessed the compensation policies and practices with respect to our employees, including our executive officers, and have concluded that they do not create risks that are reasonably likely to have a material adverse effect on our company.

Risk is inherent in every business. As is the case in virtually all businesses, we face a number of risks, including operational, economic, financial, legal, regulatory, and competitive risks. Our management is responsible for the~~day-to-day~~ ~~management of the risks we face. Our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management.~~

In its oversight role, our Board of Directors’ involvement in our business strategy and strategic plans plays a key role in its oversight of risk management, its assessment of management’s risk appetite, and its determination of the appropriate level of enterprise risk. Our Board of Directors receives updates at least quarterly from senior management and periodically from outside advisors regarding the various risks we face, including operational, economic, financial, legal, regulatory, and competitive risks. Our Board of Directors also reviews the various risks we identify in our filings with the SEC as well as risks relating to various specific developments, such as acquisitions, securities repurchases, debt and equity placements, and product introductions. In addition, our Board of Directors regularly receives reports from our Director of Internal Audit, our General Counsel, and our Chief Compliance Officer.

Our board committees assist our Board of Directors in fulfilling its oversight role in certain areas of risk. Pursuant to its charter, the Audit Committee oversees the financial and reporting processes of our company and the audit of the financial statements of our company and provides assistance to our Board of Directors with respect to the oversight and integrity of the financial statements of our company, our company’s compliance with legal and regulatory matters, the independent registered public accountant’s qualification and independence, and the performance of our independent registered public accountant. The Compensation Committee considers the risk that our compensation policies and practices may have in attracting, retaining, and motivating valued employees and endeavors to assure that it is not reasonably likely that our compensation plans and policies would have a material adverse effect on our company. Our Nominations and Corporate Governance Committee oversees governance related risk, such as board independence, conflicts of interest of members ofHow does the Board ~~of Directors and executive officers, and management and succession planning.~~recommend that you vote?

We seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our Board of Directors. We believe directors should have various qualifications, including individual character and integrity; business experience; leadership ability; strategic planning skills, ability, and experience; requisite knowledge of our industry and finance, accounting, and legal matters; communications and interpersonal skills; and the ability and willingness to devote time to our company. We also believe the skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. The assessment of prospective directors is made in the context of the perceived needs of our Board of Directors from time to time.

~~All of our directors have held senior-level positions in business or professional service firms and have experience in dealing with complex issues. We believe~~recommends that all of our directors are individuals of high character and integrity, are able to work well with others, and have committed to devote sufficient time to the business and affairs of our company. In addition to these attributes, the

description of each director’s background set forth above indicates the specific qualifications, skills, perspectives, and experience necessary to conclude that each individual should continue to serve as a director of our company.

We believe that effective board leadership structure can depend on the experience, skills, and personal interaction between persons in leadership roles as well as the needs of our company at any point in time. Our Corporate Governance Guidelines support flexibility in the structure of our Board of Directors by not requiring the separation of the roles of Chief Executive Officer and Chairman of the Board.

We currently maintain separate roles between the Chief Executive Officer and Chairman of the Board in recognition of the differences between the two responsibilities. Our Chief Executive Officer is responsible for setting our strategic direction and~~day-to-day~~ leadership and performance of our company. The Chairman of the Board provides input to the Chief Executive Officer, sets the agenda for board meetings, and presides over meetings of the full Board of Directors as well as executive sessions of the Board of Directors.

~~During fiscal 2014, we adopted enhanced stock ownership guidelines for ournon-employee~~ ~~directors and executive officers. Ournon-employee~~ ~~directors and executive officers are required to own shares of our common stock or share equivalents with a value equal to at least the lesser of the following:~~

Each individual has five years from the later of the date of adoption of these guidelines or the date of appointment of the individual as a director or an executive officer to achieve the required ownership levels. We believe that these guidelines promote the alignment of the long-term interests of our executive officers and members of our Board of Directors with our stockholders.

Stock ownership generally includes the shares directly owned by the individual (including any shares over which the individual has sole ownership, voting, or investment power); the number of shares owned by the individual’s minor children and spouse and by other related individuals and entities over whose shares the individual has custody, voting control, or power of disposition; shares underlying RSUs that have vested and are deliverable or will be vested and deliverable within 60 days; shares underlying PSUs that have vested but are not deliverable within 60 days if the performance

requirements have been satisfied; shares underlying stock options that have vested or will vest within 60 days; and shares held in trust for the benefit of the individual or the individual’s immediate family members.

If an individual achieves the required ownership level on the first day of any fiscal year, the value of the individual’s stock ownership on that date will be converted into a number of shares to be maintained in the future by dividing the value of such stock ownership by the price of our common stock on the prior day, which is the last day of the preceding fiscal year.

The failure to satisfy the required ownership level may result in the ineligibility of the individual to receive stock-based compensation in the case of an executive officer or director or the inability to be a nominee for election to the Board of Directors in the case of a director.

During fiscal 2014, we adopted a clawback policy. In the event we are required to prepare an accounting restatement of our financial results as a result of a material noncompliance by us with any financial reporting requirement under the federal securities laws, we will have the right to use reasonable efforts to recover from any current or former executive officers who received incentive compensation (whether cash or equity) from us during the three-year period preceding the date on which we were required to prepare the accounting restatement, any excess incentive compensation awarded as a result of the misstatement. This policy is administered by the Compensation Committee of our Board of Directors. The policy is effective for financial statements for periods beginning on or after May 1, 2013. Once final rules are adopted by the SEC regarding clawback requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, we will review this policy and make any amendments necessary to comply with the new rules.

During our fiscal year ended April 30, 2017, Messrs. Furman, Gluchowski, and Monheit and Ms. Wadecki served on the Compensation Committee. None of these individuals had any material contractual or other relationships with us during such fiscal year except as directors. During our fiscal year ended April 30, 2017, none of our executive officers served on the compensation committee or board of directors of any entity whose executive officers serve as a member of our Board of Directors or Compensation Committee.

Our Board of Directors held a total of ten meetings during the fiscal year ended April 30, 2017. During the fiscal year ended April 30, 2017, the Audit Committee held five meetings; the Compensation Committee held ten meetings; and the Nominations and Corporate Governance Committee held seven meetings. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of our Board of Directors, and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she was a member.

We encourage each of our directors to attend each annual meeting of stockholders. To that end, and to the extent reasonably practicable, we regularly schedule a meeting of our Board of Directors on the same day as our annual meeting of stockholders. All of our directors attended our 2016 Annual Meeting of Stockholders.

We have a director resignation policy that provides that any incumbent director who does not receive the requisite majority of votes cast in an uncontested election is expected to submit his or her offer of resignation to our Board of Directors. For more detailed information regarding this policy see “Voting and Other Matters — Broker~~Non-Votes~~ ~~and Abstentions.”~~

Interested parties may communicate with our Board of Directors or specific members of our Board of Directors, including our independent directors and the members of our various board committees, by submitting a letter addressed to the Board of Directors of American Outdoor Brands Corporation, c/o any specified individual director or directors, at the address of our executive offices set forth in this proxy statement. Any such letters are sent to the indicated directors.

Our Board of Directors has appointed a Compensation Committee, consisting exclusively of independent directors. The charter of the Compensation Committee authorizes the Compensation Committee to determine and approve, or to make recommendations to our Board of Directors with respect to, the compensation of our Chief Executive Officer and our other executive officers. Our Board of Directors has authorized the Compensation Committee to make all decisions with respect to such executive compensation. Among other things, the Compensation Committee is authorized to determine and approve the base salary of our Chief Executive Officer and other executive officers. Additionally, the Compensation Committee establishes annual cash and stock-based compensation programs for our Chief Executive Officer and other executive officers, providing our executives with variable compensation opportunities, a majority of which are based on key measures tying pay to performance. The Compensation Committee, with advice from its independent compensation consultants, also determines the compensation of our Board of Directors.

For further information regarding our financial results and their alignment with our cash incentive compensation, see “Fiscal 2017 Compensation — Annual Performance-Based Cash Incentive Compensation” below.

~~Highlights of Fiscal 2017 Compensation Program, Including Changes in Certain Compensation Policies and Practices~~

~~We maintain corporate governance policies and practices designed to align executive and director compensation with stockholder interests.~~

~~Our executive compensation program consists primarily of base salary, annual performance-based cash incentive compensation, stock-based compensation, severance andchange-in-control~~ benefits, benefits generally available to employees and other executives of our company, and limited perquisites as described herein. The Compensation Committee considers each element of compensation collectively with other elements of compensation when establishing the various forms, elements, and levels of compensation for our executive officers.

Our philosophy with respect to executive compensation is to pay base salaries to our executive officers at levels that enable us to attract, motivate, and retain highly qualified executives. Our executive compensation program is designed to link annual performance-based cash incentive compensation to the achievement of~~pre-established~~ performance objectives, based primarily on our company’s financial results and the achievement of other corporate goals, but also, in some cases, on individual objectives that contribute to our long-term goal of building stockholder value. For more detailed information regarding our annual performance-based cash incentive compensation program, see “Compensation Discussion and Analysis — Components of Compensation — Annual Performance-Based Cash Incentive Compensation.” Similarly, our executive compensation program is designed so that stock-based compensation focuses our executives’ efforts on increasing stockholder value by aligning their interests with those of our stockholders. To that end, our stock-based compensation generally is intended to result in more limited rewards if the price of our common stock does not appreciate or does not appreciate in an amount equal to or above certain levels, but may provide substantial rewards to our executive officers (as well as to our stockholders in general) if our common stock appreciates or appreciates in an amount equal to or above certain levels. For more detailed information regarding our stock-based compensation program, see “Compensation Discussion and Analysis — Components of Compensation — Stock-Based Compensation.”

Total compensation levels for our executive officers reflect corporate positions, responsibilities, and achievement of performance objectives. As a result of our performance-based philosophy to executive compensation, compensation levels may vary significantly from~~year-to-year~~ and among our various executive officers. In general, we expect the compensation level of our Chief Executive Officer will be higher than that of our other executive officers. This assumes relatively equal achievement of individual performance goals, since our compensation policies set our base salaries, cash incentive compensation, and stock-based compensation after reviewing those of comparable companies, which generally compensate the chief executive officers at higher levels because of their roles and their importance to overall company success. We believe that the overall compensation levels for our executive officers, including our named executive officers, are in alignment with our~~“pay-for-performance”~~ ~~philosophy and have been consistent with our performance.~~

~~The Compensation Committee has developed executive compensation programs that demonstrate our ongoing commitment to good corporate governance practices and align our~~

executives’ interests with those of our stockholders. This includes maintaining a clawback policy and stock ownership guidelines, maintaining incentive stock and incentive bonus plans intended to align our incentive award grant practices with current market practices and to set forth the principles to which our stockholders expect us to adhere in designing and administering compensation programs, and prohibiting the repricing of options and stock appreciation rights, or SARs, without approval by our stockholders. In addition, we do not provide for any tax~~gross-ups~~ ~~in connection with a termination of employment or achange-in-control.~~

•

FOR the ~~Compensation Committee and Chief Executive Officer~~

~~The Compensation Committee determines the compensation~~election of our Chief Executive Officer and our other executive officers. At least annually, the Compensation Committee evaluates the performance of our Chief Executive Officer and determines the compensation for our Chief Executive Officer in light of the goals and objectives of our compensation program for that fiscal year. The Compensation Committee, together with our Chief Executive Officer, annually assesses the performance of our other executive officers. After receiving recommendations from our Chief Executive Officer, the Compensation Committee, with input from its independent compensation consultants, determines the compensation for our other executive officers.

At the request of the Compensation Committee, our Chief Executive Officer generally attends a portion of some of the Compensation Committee meetings, including meetings at which our independent compensation consultants are present. This enables the Compensation Committee to review with our Chief Executive Officer the corporate and individual goals that the Chief Executive Officer regards as important to achieve our overall success. The Compensation Committee also requests that our Chief Executive Officer assess the performance of and our goals for our other executive officers. However, the Compensation Committee, with the assistance of its independent compensation consultants, rather than our Chief Executive Officer, makes the decisions regarding individual and corporate goals and targets for our other executive officers. Our Chief Executive Officer does not attend any portion of meetings at which his compensation is determined.

~~Compensation Surveys and Independent Compensation Consultants~~

In determining compensation levels, the Compensation Committee periodically reviews compensation levels of companies that it deems to be generally similar to our company based on their size, industry, and competitive factors to enable our company to attract executives from other


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industries and to establish compensation levels that it deems appropriate to retain and motivate our executive officers. The Compensation Committee uses this peer group information as well as published executive compensation survey data from a broader group of companies with similar revenue to our company as points of reference, but does not benchmark or target our compensation levels against this competitive information.

The Compensation Committee retains the services of independent compensation consultants to review a wide variety of factors relevant to executive compensation, trends in executive compensation, the identification of relevant peer companies, and an assessment of executive market compensation. The Compensation Committee makes all determinations regarding the engagement, fees, and services of its compensation consultants, and its compensation consultants report directly to the Compensation Committee. From time to time, the Compensation Committee also has retained the services of outside counsel to advise it on compensation matters.

~~Components of Compensation~~

Our executive compensation policy emphasizes our pay for performance philosophy with the opportunity to receive higher total compensation based on successful execution of our business plan and above market stock price appreciation.

~~Base Salary~~

The Compensation Committee targets base salaries at levels required to attract, motivate, and retain highly qualified individuals assuming that they will not receive incentive compensation, but reflecting the possible receipt of incentive compensation. Base salaries for executive officers are established based on an executive’s position, responsibilities, skills, experience, performance, and contributions. In determining base salaries, the Compensation Committee also takes into account individual performance and contributions, future potential, competitive salary levels for comparable positions at other companies, salary levels relative to other positions within our company, and corporate needs. The Compensation Committee’s evaluation of the foregoing factors is subjective, and the Compensation Committee does not assign a particular weight to any one factor.

The Compensation Committee independently determines the base salary of our Chief Executive Officer. The base salaries for our other executive officers, other than the Chief Executive Officer, are determined by the Compensation Committee following consultations with the Chief Executive Officer. The Compensation Committee evaluates the recommendations of our Chief Executive Officer based on the same factors outlined above.

The Compensation Committee generally sets base salary levels for executive officers of our company at the beginning of each fiscal year, although it can make changes to base salary levels at any time during the fiscal year. For more detailed information regarding the amounts paid as base salary to our named executive officers, see “Compensation Discussion and Analysis — Fiscal 2017 Compensation — Base Salaries.”

~~Annual Performance-Based Cash Incentive Compensation~~

The Compensation Committee annually establishes a performance-based cash incentive compensation program for our executive officers. In establishing a cash incentive compensation program for any particular year or period, the Compensation Committee focuses on achievement of~~pre-established~~ ~~performance objectives, based primarily on our company’s financial results and the achievement of other corporate goals. In some cases, the Compensation Committee also considers~~


		~~2017 Proxy Statement~~		21


~~COMPENSATION DISCUSSION AND ANALYSIS~~

individual objectives, responsibilities, and performance. Our incentive compensation targets for bonuses for our executive officers are determined by the Compensation Committee. Executive officer cash incentive compensation targets are subject to change based on the Compensation Committee’s periodic reviews of economic, industry, and competitive data; changes in individual responsibilities; and our compensation philosophy. The Compensation Committee confirms, with its compensation consultants and our company’s independent audit firm, the achievement and approves the payment, if any, of annual cash incentive compensation in the first quarter of the following fiscal year. For more detailed information regarding the amounts paid as annual performance-based cash incentive compensation to our named executive officers, see “Compensation Discussion and Analysis — Fiscal 2017 Compensation — Annual Performance-Based Cash Incentive Compensation.”

~~Stock-Based Compensation~~

The Compensation Committee strongly believes in tying executive rewards directly to our long-term success and focusing our executives’ efforts on increasing stockholder value by aligning their interests with those of our stockholders. To that end, our stock-based compensation generally is intended to result in more limited rewards if the price of our common stock does not appreciate or does not appreciate above certain levels, but may provide substantial rewards to our executive officers (as well as to our stockholders in general) if our common stock appreciates above certain levels. Our stock-based compensation also enables our executive officers to develop and maintain a significant stock ownership position in our company. The amount of stock-based compensation granted takes into account the performance of our company; the grant date value of awards; previous grants to an executive officer; an executive officer’s position with our company; the performance, contributions, skills, experience, and responsibilities of the executive officer; the cost to our company; the executive officer’s total compensation in relation to our peer companies; and other factors that the Compensation Committee deems appropriate from time to time, including retention, overhang, and burn rate.

Our stock-based compensation consists primarily of stock options, RSUs, and PSUs. The Compensation Committee generally sets the vesting schedule for stock options and RSUs over multiple year periods to encourage executive retention. The Compensation Committee generally establishes multi-year performance requirements for the vesting of PSUs to reward long-term company performance. PSUs are earned only if the relative performance of our common stock achieves the then-applicable metric compared with the performance of the RUT. Similarly, stock options provide value only in the event of stock price increases. At times, we may require a holding period after vesting that provides for the delivery of shares underlying stock-based awards on a delayed basis. In addition, we may institute a value cap as of the date of vesting on PSUs.

~~Other Benefits~~

Our executive officers are eligible to participate in those health, welfare, and retirement plans, including our profit sharing, 401(k), employee stock purchase, and medical and disability plans generally available to salaried employees of our company who meet applicable eligibility requirements. For more detailed information regarding the retirement benefits for which our named executive officers are eligible and contributions made to retirement plans on behalf of our named executive officers, see “Executive Compensation — Retirement Plans.”

In addition, from time to time, we provide certain of our executive officers with other benefits and limited perquisites that we believe are reasonable. These benefits and perquisites include severance and~~change-in-control~~ benefits, car allowances, housing allowances, relocation assistance, a nonqualified supplemental deferred compensation plan, and, for our Chief Executive Officer, reimbursement of insurance premiums. For more detailed information regarding these other benefits


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		~~COMPENSATION DISCUSSION AND ANALYSIS~~

and perquisites for which our named executive officers are eligible, see “Executive Compensation.” We do not view perquisites as a significant element of our executive compensation program, but do believe they can be useful in attracting, motivating, and retaining the executive talent for which we compete. We believe that these additional benefits may assist our executive officers in performing their duties and provide time efficiencies for our executive officers in appropriate circumstances.

In the future, we may provide additional benefits and perquisites to our executive officers as an element of their overall compensation. All future practices regarding perquisites will be approved and subject to periodic review by the Compensation Committee.

~~Policies for the Pricing and Timing of Stock-Based Compensation~~

The Compensation Committee sets the exercise or strike price of all stock-based awards other than RSUs or PSUs at the closing price of our common stock on the Nasdaq Global Select Market on the effective date of grant. The Compensation Committee generally grants stock-based compensation to our executive officers annually within the same time frame each year. In the case of new hires, grant prices generally are determined by the closing price of our common stock on the 15th day of the month following the date on which the employee reports for service. The Compensation Committee authorizes our Chief Executive Officer to grant stock-based compensation to employees who are not executive officers, subject to limitations on amount and subsequent reporting to and review by the Compensation Committee.

~~Fiscal 2017 Compensation~~

~~Compensation Consultants~~

The Compensation Committee engaged Compensia, Inc., or Compensia, an independent national compensation consulting firm, to assist in the design of our executive compensation program for fiscal 2017. The Compensation Committee has the sole authority to retain and dismiss its compensation consultants and approve the fees of its compensation consultants. No member of the Compensation Committee or any named executive officer has any affiliation with Compensia, and Compensia did not provide any services to our company during fiscal 2017 other than services to the Compensation Committee. In accordance with the requirements of applicable SEC rules, the Compensation Committee has reviewed the independence of Compensia and has determined that Compensia did not have any conflicts of interest under the criteria established under such rules.

As a part of its process, Compensia assisted the Compensation Committee in determining an appropriate group of peer companies. The Compensation Committee uses the peer companies at the beginning of the fiscal year as one source of market information for cash compensation and at the end of the fiscal year to provide market information for equity compensation. Because the Compensation Committee reviews market data at different times to determine cash and equity compensation, it used two peer groups — the peer group developed in fiscal 2016 to set cash compensation and the peer group developed in fiscal 2017 to set equity. In selecting peer companies, Compensia identified companies deemed generally relevant to us with a focus on companies involved in leisure or cyclical and consumer products, especially those with high dollar products, and supplementing this list with companies involved in manufacturing, aerospace, and defense. Within these industries, Compensia used a rules-based approach to select companies based on similar financial characteristics. Specifically, Compensia selected companies with revenue from 50% to 200% of our revenue, market capitalizations from 50% to 200% of our market capitalization, and positive revenue growth at the time of the peer group review.


		~~2017 Proxy Statement~~		23


~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~The selected peer group for our cash compensation review in late fiscal 2016 consisted of the following companies:~~

~~Albany International~~

~~Callaway Golf~~

~~ESCO Technologies~~

~~Ethan Allen Interiors~~

~~Fox Factory Holdings~~

~~Gentherm~~

~~Gorman-Rupp Company~~

~~Infinera~~

~~iRobot~~

~~Kate Spade & Company~~

~~Movado Group~~

~~National Presto Industries~~

~~Oxford Industries~~

~~Plantronics~~

~~RBC Bearings~~

~~Shutterfly~~

~~Simpson Manufacturing~~

~~Standex International~~

~~Sturm Ruger & Company~~

~~Tumi Holdings~~

~~Universal Electronics~~

~~The selected peer group for our equity compensation review in late fiscal 2017 consisted of the following companies:~~

~~Acushnet Holdings~~

~~Albany International~~

~~Callaway Golf~~

~~ESCO Technologies~~

~~Ethan Allen Interiors~~

~~Gentherm~~

~~Infinera~~

~~iRobot~~

~~Kate Spade & Company~~

~~La-Z-Boy~~

~~Movado Group~~

~~Oxford Industries~~

~~Plantronics~~

~~RBC Bearings~~

~~Shutterfly~~

~~Simpson Manufacturing~~

~~Standex International~~

~~Steve Madden~~

~~Sturm Ruger & Company~~

~~Universal Electronics~~

To more closely resemble the financial criteria and business strategy of our company, the Compensation Committee refreshed the fiscal 2017 peer group to include three companies not included in the fiscal 2016 peer group — Acushnet Holdings,~~La-Z-Boy,~~ and Steven Madden — and to exclude four companies included in the fiscal 2016 peer group — Fox Factory Holdings, Gorman-Rupp Company, National Presto Industries, and Tumi Holdings. In addition, for our equity compensation review in late fiscal 2017, the Compensation Committee added a supplemental peer company, Vista Outdoor, because of its close business similarities. Information from Vista Outdoor was not included in the overall peer market data, but was shown on a supplemental basis to understand how competitors compensate their key executives.

Compensia provided an analysis of our peer companies and executive compensation survey data on a broader group of companies with similar revenue to our company, determined the positioning of each executive’s compensation by element among the peer companies and the survey data, developed recommendations and guidelines for the structure of our compensation program, and reviewed the overall compensation package and advised the Compensation Committee regarding the appropriateness of our compensation program.

~~Compensation Philosophy~~

~~Our executive compensation policy emphasizes ourpay-for-performance~~ ~~philosophy with the opportunity to receive higher total compensation based on successful execution of our business plan and above market stock price appreciation.~~


24				~~2017 Proxy Statement~~


		~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Base Salaries~~

As is our practice, the Compensation Committee generally, although not always, sets base salaries for our executive officers at the beginning of the fiscal year based on a review of the position and function of each executive officer, the competitiveness of their current base salaries in comparison to the peer and market data, and their individual performance on a subjective basis. Based on an evaluation of the foregoing factors, the Compensation Committee’s desire to reward and retain the key executives who we believe are instrumental to our success, the general industry range for base salary increases, and the competitiveness of base salaries against peer and market data, the Compensation Committee set base salaries for our executive officers during fiscal 2017 as follows:

  Name
Annualized
Fiscal 2016
Base Salary

Annualized
Fiscal 2017
Base Salary

Percentage
Change

P. James Debney
   $ 608,988    $ 685,000    12.5 %
President and Chief Executive Officer

Jeffrey D. Buchanan (1)
   $ 372,577    $ 384,000    3.0 %
Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer

Robert J. Cicero (2)
   $ 291,749    $ 315,000    8.0 %
Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary

Mark P. Smith (3)
   $ 330,000    $ 330,000    0 %
Senior Vice President, Manufacturing and Supply Chain Management

Matthew W. Buckingham (4)
   $ 330,000    $ 330,000    0 %
Senior Vice President, Firearm Division

~~(1)~~

~~In addition to Mr. Buchanan’s previously held titles, Mr. Buchanan was appointed Chief Administrative Officer in late fiscal 2016.~~

~~(2)~~

~~Mr. Cicero was promoted to Senior Vice President in June 2017.~~

~~(3)~~

Mr. Smith assumed the position of Senior Vice President, Manufacturing Services Division and President, Manufacturing Services of our subsidiary, Smith & Wesson Corp., in March 2016, which was just before the beginning of our 2017 fiscal year.

~~(4)~~

Mr. Buckingham joined our company as Senior Vice President, Firearm Division and President, Firearms of our subsidiary, Smith & Wesson Corp. in April 2016, which was just before the beginning of our 2017 fiscal year.

The base salary increases for Messrs. Debney, Buchanan, and Cicero were initially made in accordance with our annual performance review process. Base salaries increased 12.5% for Mr. Debney, 3.0% for Mr. Buchanan, and 8.0% for Mr. Cicero. For more detailed information regarding the amounts paid as base salary to our named executive officers, see “Executive Compensation — Fiscal 2017 Summary Compensation Table.”

~~Annual Performance-Based Cash Incentive Compensation~~

Our Fiscal 2017 Cash Incentive Compensation Program was based on two company-wide financial performance measures, which the Compensation Committee deemed important for each of our named executive officers, and additional individual performance goals for Mr. Cicero. One of the two company-wide financial performance measures, Adjusted EBITDAS, also served as a hurdle, for which the failure to achieve such performance measure would result in no bonuses regardless of the achievement of the other performance measure.


		~~2017 Proxy Statement~~		25


~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~A description of the two company-wide financial performance measures established under our Fiscal 2017 Cash Incentive Compensation Program is as follows:~~

  Performance Measure    Weight
Target
Performance
(in 000’s)

Potential
Maximum
Payout of
Target
Bonus

Performance
Required to
Earn Maximum
Payout (as a %
of Target
Performance)

Revenue
   50.0 % $ 750,000    300.0 % 116.4 %
Adjusted EBITDAS
   50.0 % $ 210,000    300.0 % 114.3 %

~~The failure to reach the hurdle measure of at least 83.7% of the targeted Adjusted EBITDAS measure would result in no bonuses regardless of the achievement of the revenue performance measure.~~

Our Fiscal 2017 Cash Incentive Compensation Program provided for a maximum cap of 300% of each executive officer’s target bonus opportunity. Eligibility for the payment of any award under our Fiscal 2017 Cash Incentive Compensation Program was subject to the continued employment of each named executive officer through the end of fiscal 2017.

Mr. Cicero had a target bonus of 65% of his base salary, of which 50% was based on the company-wide financial performance measures and 15% was based on his individual performance goals. Mr. Cicero’s individual performance goals consisted of enumerated individual performance objectives related to his roles and responsibilities as our General Counsel and Chief Compliance Officer, which were unrelated to our company-wide financial performance, as determined by the Compensation Committee.

Depending on the achievement of the targeted financial performance threshold and the level of financial performance of our company (and in the case of Mr. Cicero, the achievement of his individual performance goals related to his roles and responsibilities as our General Counsel and Chief Compliance Officer), our executive officers had the potential to receive target bonuses based on a percentage of their base salaries and were paid the percentage and amount of their target bonuses as follows:

Name
Annual
Fiscal 2017
Base Salary (1)

Target Bonus
Percentage

Annualized
Target Cash
Bonus
Opportunity

Actual Bonus
Paid for Fiscal
2017 (as a % of
Target Bonus
Opportunity)

Actual Bonus
Paid for Fiscal
2017

P. James Debney
$ 685,000 100.0 % $ 685,000 245.8 % $ 1,683,938
Jeffrey D. Buchanan (1)
$ 384,000 75.0 % $ 288,000 245.8 % $ 707,991
Robert J. Cicero (1)(2)
$ 315,000 65.0 % $ 204,750 245.8 % $ 503,338
Mark P. Smith (1)
$ 330,000 65.0 % $ 214,500 245.8 % $ 527,306
Matthew Buckingham (1)
$ 330,000 65.0 % $ 214,500 245.8 % $ 527,306

~~(1)~~

Base salaries increased 12.5% for Mr. Debney, 3% for Mr. Buchanan, and 8.0% for Mr. Cicero. In addition, the base salary for Mr. Buchanan was increased by an additional 3% over his fiscal 2016 starting base salary when he assumed the additional position of Chief Administrative Officer in June 2015 and 18.5% for Mr. Smith when he assumed the position of Senior Vice President, Manufacturing Services Division and President, Manufacturing Services of our subsidiary, Smith & Wesson Corp., in March 2016. Mr. Buckingham’s base salary was set when he joined our company in fiscal 2016.


26				~~2017 Proxy Statement~~


		~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~(2)~~

~~Includes an additional 15% opportunity related to Mr. Cicero’s responsibilities as General Counsel and Chief Compliance Officer.~~

As stated above, in order to reflect the performance of acquisitions, the Compensation Committee adjusted actual company-wide financial results by adding or subtracting from these actual results the amount by which revenue and EBITDAS for acquisitions closed in fiscal 2017 exceeded or failed to meet the performance models upon which the acquisitions were approved by our Board of Directors. The adjustments resulted in a relatively minor reduction in executive compensation.

~~Stock-Based Compensation~~

During fiscal 2017, grants of annual stock-based compensation to our named executive officers consisted of RSUs and PSUs. In determining the equity award granted to each executive officer during fiscal 2017, the Compensation Committee considered the dollar value of the awards granted to each executive officer; previous grants to our executive officers; each named executive officer’s position with our company; the performance, contributions, skills, experience, and responsibilities of each named executive officer; the cost of the stock-based compensation to our company; each named executive officer’s total compensation in relationship to our peer companies and other companies included in the market data; and the overall performance of our company.

The Compensation Committee maintained stock holding requirements (originally adopted in fiscal 2015) for the shares underlying outstanding stock-based awards granted to our executive officers in fiscal 2017 so that vested shares generally will not be delivered and therefore, at a minimum, cannot be sold until the first anniversary of each applicable vesting date. This means that our executive officers will not be able to sell the shares until a minimum of one year after the award vests. The Compensation Committee implemented this requirement to further align our executive officers with our stockholders, to enhance the long-term focus of our stock-based awards, and to foster executive retention.

~~During fiscal 2017, we granted the following PSUs to our named executive officers:~~

  Name
PSUs at
Threshold

PSUs at
Target

PSUs at
Maximum

P. James Debney
   26,638    70,100    140,200
Jeffrey D. Buchanan
   9,538    25,100    50,200
Robert J. Cicero
   5,472    14,400    28,800
Mark P. Smith
   5,472    14,400    28,800
Matthew W. Buckingham
   5,472    14,400    28,800

These PSUs vest based on the relative performance of our common stock against the RUT over the approximately three-year period following the date of grant. If the relative performance of our common stock (measured based on the average closing price of our common stock during the~~90-calendar-day-period~~ ~~preceding approximately the third anniversary of the date of grant against the average closing price of our common stock during the90-calendar-day-period~~ ~~immediately following~~


		~~2017 Proxy Statement~~		27


~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~the date of grant) does not equal or exceed the relative performance of the RUT (measured based on the average closing price of the RUT during the90-calendar-day-period~~ ~~preceding approximately the third anniversary of the date of grant against the average closing price of the RUT during the90-calendar-day-period~~ immediately following the date of grant), then no PSUs subject to the awards will vest. If the relative performance of our common stock equals the relative performance of the RUT, then 38% of the PSUs subject to the awards (at target) will vest, or the threshold award. If the relative performance of our common stock exceeds the relative performance of the RUT by up to five points, then the PSUs subject to the awards will vest on a straight-line basis from the threshold award up to the target award, with 100% of the PSUs subject to the awards (the target number of PSUs) vesting if the relative performance of our common stock exceeds the relative performance of the RUT by five points. If the relative performance of our common stock exceeds the relative performance of the RUT by over five points up to a level of 10 points, then the PSUs subject to the awards will vest on a straight-line basis up to the maximum award, with 200% of the PSUs subject to the awards (the maximum number of PSUs) vesting if the relative performance of our common stock exceeds the relative performance of the RUT by 10 points or more.

The underlying shares earned, if any, related to these PSUs will be delivered on the first anniversary of the May 1 ending date of the performance period. The maximum number of shares that can be delivered with respect to fiscal 2016 PSU grants is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value. See “Compensation Discussion and Analysis — Introduction — Highlights of Fiscal 2017 Compensation Program, Including Changes in Certain Compensation Policies and Practices.”

Upon a change in control of our company prior to the three year anniversary of the date of grant, each named executive officer will earn a number of PSUs subject to the award in accordance with the formula described above, provided that (i) the relative performance of our common stock will be measured based on the consideration offered for one share of our common stock in the change in control (or in the event of a change in control that does not involve an acquisition of our stock, based on the trading price of our common stock on the date of the change in control) against the average closing price of our common stock during the~~90-calendar-day~~ ~~period immediately following the date of grant; and (ii) the relative performance of the RUT will be measured based on the average closing price of the RUT during the90-calendar-day-period~~ ~~immediately prior to the change in control against the average closing price of the RUT during the90-calendar-day-period~~ immediately following the date of grant. The PSUs earned pursuant to the formula described above will then be converted into RSUs that will vest upon the earlier of (i) a qualifying termination of employment or (ii) the original vesting date.

~~During fiscal 2017, we also granted the following RSUs to our named executive officers:~~


~~Name~~	~~RSUs~~
~~P. James Debney~~		~~63,700~~
~~Jeffrey D. Buchanan~~		~~22,900~~
~~Robert J. Cicero~~		~~13,000~~
~~Mark P. Smith~~		~~13,000~~
~~Matthew W. Buckingham (1)~~		~~43,000~~

~~(1)~~

Mr. Buckingham joined our company in April 2016 as Senior Vice President, Firearm Division and President, Firearms of our subsidiary, Smith & Wesson Corp. In additional to his annual grant of 13,000 RSUs, Mr. Buckingham also received an initial grant of 30,000 RSUs in connection with joining our company.

~~With the exception of the grant of 30,000 RSUs to Mr. Buckingham in connection with joining our company, the RSUs listed above vestone-fourth~~ ~~on May 1 following~~ each of the ~~first, second, third,~~


28				~~2017 Proxy Statement~~


		~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~and fourth anniversaries of the date of grant, subject to each executive’s continued service with us, and the underlying shares are delivered on theone-year~~ anniversary of the applicable vesting date. The 30,000 RSUs granted to Mr. Buckingham vest one fourth following each of the first, second, third, and fourth anniversaries of the date of grant, subject to his continued service with us, and the underlying shares are delivered on the~~one-year~~ anniversary of the applicable vesting date. These RSUs will vest in the event of a qualifying termination of employment following a change in control of our company (as defined in the applicable award agreements).

~~For more detailed information regarding the amounts paid as stock-based compensation to our named executive officers, see “Executive Compensation — Fiscal 2017 Grants of Plan-Based Awards.”~~

Each named executive officer forfeits the unvested portion, if any, of this stock-based compensation if the named executive officer’s service to our company is terminated for any reason, except as otherwise set forth in the applicable award agreement, in any employment or severance agreement between our company and the named executive officer, in any policy or plan of our company applicable to the named executive officer, or as may otherwise be determined by the administrator of the applicable equity plan. See “Executive Compensation — Potential Payments Upon Termination or Change in Control.”

~~Certain Stock-Based Compensation Arrangements in Prior Fiscal Years~~

~~Vesting of Previous PSU Grants~~

The PSUs granted in fiscal 2014, which had a three-year performance period ending at the conclusion of fiscal 2017, were earned at 115.17% of target because of our common stock’s favorable performance compared with the RUT. Over the three-year performance period, our stock price appreciated 131.5% while the RUT appreciated 120.0%, which resulted in our stock price appreciation exceeding the RUT’s by 11.52%. The Compensation Committee confirmed that this outperformance resulted in the vesting of 115.17% of the target number of PSUs granted in fiscal 2014. As a result of this outperformance of our common stock compared with the RUT, during fiscal 2017, our named executive officers received total vested awards of the following number of PSUs:


~~Name~~	~~PSUs~~
~~P. James Debney~~		~~67,375~~
~~Jeffrey D. Buchanan~~		~~26,416~~
~~Robert J. Cicero~~		~~13,820~~
~~Mark P. Smith~~		~~13,820~~

~~Other Elements of Fiscal 2017 Compensation~~

~~Clawback Policy~~

During fiscal 2014, we adopted a clawback policy. In the event we are required to prepare an accounting restatement of our financial results as a result of a material noncompliance by us with any financial reporting requirement under the federal securities laws, we will have the right to use reasonable efforts to recover from any current or former executive officers who received incentive compensation (whether cash or equity) from us during the three-year period preceding the date on which we were required to prepare the accounting restatement, any excess incentive compensation awarded as a result of the misstatement. This policy is administered by the Compensation Committee. The policy is effective for financial statements for periods beginning on or after May 1, 2013. If final rules are adopted by the SEC regarding clawback requirements under the Dodd-Frank Act, we will review this policy and make any amendments as necessary to comply with the new rules.


		~~2017 Proxy Statement~~		29


~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~This clawback policy applies to cash and stock-based incentive compensation programs, including our 2013 Incentive Stock Plan and our 2013 162(m) Incentive Bonus Plan.~~

~~Derivative Trading and Hedging~~

~~We have a policy prohibiting our~~nominee directors ~~and officers, including our executive officers, and any family member residing in~~(Proposal 1)

•

FOR the ~~same household, from engaging in derivatives trading and hedging involving our securities or pledging or margining our common stock.~~

~~Tax and Accounting Considerations~~

~~Deductibility of Executive Compensation~~

We take into account the tax effect of our compensation policies and programs. Section 162(m) of the Code currently limits the deductibility for federal income tax purposes of compensation in excess of $1.0 million paid to each of any publicly held corporation’s chief executive officer and three other most highly compensated executive officers (excluding the principal financial officer). We may deduct certain types of compensation paid to any of these individuals only to the extent that such compensation during any fiscal year does not exceed $1.0 million. Qualifying performance-based compensation is not subject to the deduction limits if certain requirements are met.

When reasonably practicable, the Compensation Committee seeks to qualify the variable incentive compensation paid to our executive officers for the “performance-based compensation” exemption from the deductibility limit. The Compensation Committee, however, may, in its judgment, authorize compensation payments that do not comply with an exemption from the deductibility limit when it believes that such payments are in the best interests of our company and our stockholders, such as, for example, when the Compensation Committee believes it appropriate in order to attract or retain executive talent. The Compensation Committee will continue to exercise its judgment to determine whether or not to grant compensation that satisfies deductibility requirements of Section 162(m) of the Code, while also determining the most appropriate design and delivery of executive compensation programs to our executive officers.

~~Taxation of “Parachute” Payments~~

Sections 280G and 4999 of the Code, or Sections 280G and 4999, provide that executive officers and directors and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of a company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any named executive officer, with a~~“gross-up”~~ or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G and 4999 during fiscal 2016, and we have not agreed and are not otherwise obligated to provide any executive officer with such a~~“gross-up”~~ ~~or other reimbursement.~~

~~Accounting for Stock-Based Compensation~~

We account for stock-based employee compensation arrangements in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation — Stock Compensation,” or ASC Topic 718. ASC Topic 718 requires companies to measure the compensation expense for all stock-based payment awards made to employees and directors, including stock options and deferred stock units, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables


30				~~2017 Proxy Statement~~


		~~COMPENSATION DISCUSSION AND ANALYSIS~~

below, even though our executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award. In determining stock-based compensation, the Compensation Committee considers the potential expense of these awards under ASC Topic 718 and the impact on our company.


		~~2017 Proxy Statement~~		31

~~COMPENSATION COMMITTEE REPORT~~

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement and, based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

~~Respectfully submitted,~~

~~John B. Furman, Chairman~~

~~Gregory J. Gluchowski, Jr.~~

~~Barry M. Monheit~~

~~I. Marie Wadecki~~


32				~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

~~Fiscal 2017 Summary Compensation Table~~

The following table sets forth, for the fiscal years ended April 30, 2017, 2016, and 2015, information with respect to compensation for services in all capacities to us and our subsidiaries earned by our Chief Executive Officer, our Chief Financial Officer, and our three other executive officers (collectively, our “named executive officers”).

  Name and
  Principal Position
Year Salary Bonus
Stock
Awards
(1)

Option
Awards

Non-Equity
Incentive Plan
Compensation
(2)

All Other
Compensation
(3)

Total
(4)

P. James Debney
2017 $ 683,538 $ – $ 2,855,209 – $ 1,683,952 $ 79,169 $ 5,301,868
    President and Chief
    Executive Officer
2016 $ 608,988 $ – $ 2,737,880 – $ 1,826,963 $ 85,240 $ 5,259,071
2015 $ 553,408 $ – $ 1,315,840 – $ – $ 74,313 $ 1,943,561
Jeffrey D. Buchanan
2017 $ 383,780 $ – $ 1,024,141 – $ 707,997 $ 86,053 $ 2,201,971
    Executive Vice President,
    Chief Financial Officer,
    Chief Administrative Officer,
    and Treasurer
2016 $ 370,915 $ – $ 986,265 – $ 838,299 $ 87,841 $ 2,283,320
2015 $ 351,370 $ – $ 850,580 – $ – $ 70,819 $ 1,272,769

Robert J. Cicero (5)
2017 $ 314,553 $ – $ 584,838 – $ 503,342 $ 60,495 $ 1,463,228
    Senior Vice President, General
    Counsel, Chief Compliance
    Officer, and Secretary
2016 $ 291,749 $ – $ 563,138 – $ 568,910 $ 59,365 $ 1,483,162
2015 $ 283,155 $ – $ 458,280 – $ 42,488 $ 42,483 $ 826,406

Mark P. Smith
2017 $ 330,000 $ – $ 584,838 – $ 527,310 $ 55,375 $ 1,497,523
    Senior Vice President,
    Manufacturing Services Division
2016 $ 284,430 $ – $ 563,138 – $ 543,048 $ 59,355 $ 1,449,971
2015 $ 270,284 $ – $ 458,280 – $ – $ 34,315 $ 762,879
Matthew W. Buckingham (6)
2017 $ 330,000 $ – $ 1,190,838 – $ 527,310 $ 76,607 $ 2,124,755
    Senior Vice President,
    Firearm Division
2016 $ 6,346 $ 20,000 $ 563,138 – $ – $ – $ 589,484

~~(1)~~

The amounts shown in this column represent the grant date fair value for PSUs and RSUs granted to the named executive officers during the covered year calculated in accordance with FASB ASC Topic 718 “Compensation — Stock Compensation,” excluding the effect of forfeitures. The assumptions used in determining the grant date fair value of these awards are set forth in Note 14 to our consolidated financial statements, which are included in our Annual Report on Form~~10-K~~ filed with the SEC for the fiscal year ended April 30, 2017. For further information on these awards, see “Compensation Discussion and Analysis — Fiscal 2017 Compensation — Stock-Based Compensation” and “Fiscal 2017 Grants of Plan-Based Awards” below and the narrative discussion that follows. See “Compensation Discussion and Analysis — Introduction — Highlights of Fiscal 2017 Compensation Program, Including Changes in Certain Compensation Policies and Practices” for certain changes affecting fiscal 2017 compensation for our named executive officers.

~~Set forth below is the maximum value for the PSUs granted to the named executive officers during fiscal 2017 (i.e., 200% of the target award value).~~

  Name
Stock Awards –
Maximum Value of
PSUs

P. James Debney
   $ 3,199,364
Jeffrey D. Buchanan
   $ 1,145,564
Robert J. Cicero
   $ 657,216
Mark P. Smith
   $ 657,216
Matthew W. Buckingham
   $ 657,216

~~(2)~~

~~The amounts shown in this column constitute payments made, if any, under our 2017, 2016, and 2015 annual performance-based cash incentive compensation programs. These amounts were calculated and~~


		~~2017 Proxy Statement~~		33


~~EXECUTIVE COMPENSATION~~

paid to our named executive officers in the fiscal year following when they were earned. For fiscal 2015, none of our executive officers received cash incentive compensation for our company-wide financial performance as a result of our failure to achieve the~~pre-established~~ ~~targets set out in our Fiscal 2015 Cash Incentive Compensation Program. Mr. Cicero, who was our only executive officer withpre-established~~ individual performance goals unrelated to our company-wide financial performance, received cash incentive compensation of $42,488 for fiscal 2015, $131,287 for fiscal 2016, and $116,155 for fiscal 2017 as a result of satisfying his individual goals related to his roles and responsibilities as our General Counsel and Chief Compliance Officer. For a description of our Fiscal 2017 Cash Incentive Compensation Program see “Compensation Discussion and Analysis — Fiscal 2017 Compensation — Annual Performance-Based Cash Incentive Compensation.”

~~(3)~~

~~All Other Compensation consisted of the following for fiscal 2017:~~

Name
Car
Allowance

Reimbursement
for Insurance
Premiums (3a)

Matching
Contributions
to Defined
Contribution
Plan

Payments
Under Profit
Sharing
Plan (3b)

Housing
Allowance

Severance
Payments
Other Total
P. James Debney
$ 12,000 $ 22,636 (3c) $ 8,786 $ 35,719 – – $ 28 $ 79,169
Jeffrey D. Buchanan
$ 12,000 $ 4,897 $ 8,409 $ 35,719 $ 25,000 – $ 28 $ 86,053
Robert J. Cicero
$ 10,800 $ 3,464 $ 10,490 $ 35,719 – – $ 22 $ 60,495
Mark P. Smith
$ 10,800 $ 2,570 $ 6,076 $ 35,719 – – $ 210 $ 55,375
Matthew W. Buckingham
$ 10,800 – $ 7,235 – – – $ 58,572 (3d) $ 76,607

~~(3a)~~

~~Except as otherwise indicated, the amounts shown in this column consist of reimbursement of disability insurance premiums.~~

~~(3b)~~

Profit sharing amounts earned in fiscal 2017 that exceed the 401(k) maximum contribution limit will be contributed to the Nonqualified Supplemental Deferred Compensation Plan upon payout in fiscal 2018. For further information, see “Retirement Plans — Nonqualified Supplement Deferred Compensation Plan” below.

~~(3c)~~

~~Consists of reimbursement of premiums for disability insurance ($6,486), healthcare insurance ($9,082), and a $5.0 million term life insurance policy ($7,068).~~

~~(3d)~~

~~Consists of reimbursement for employee relocation costs.~~

~~(4)~~

~~The dollar value in this column for each named executive officer represents the sum of all compensation reflected in the previous columns.~~

~~(5)~~

~~Mr. Cicero was promoted to Senior Vice President in June 2017.~~

~~(6)~~

~~Mr. Buckingham joined our company in April 2016 as Senior Vice President, Firearm Division and President, Firearms of our subsidiary, Smith & Wesson Corp.~~


34				~~2017 Proxy Statement~~


		~~EXECUTIVE COMPENSATION~~

~~Fiscal 2017 Grants of Plan-Based Awards~~

~~The following table sets forth certain information with respect to grants of plan-based awards to our named executive officers during the fiscal year ended April 30, 2017.~~

Estimated Future Payouts
UnderNon-Equity
Incentive Plan Awards (1)

Estimated Future Payouts
Under Equity
Incentive Plan Awards (2)

All Other
Option
Awards:
Number of
Shares of
Stocks or
Units
(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant
Date Fair
Value
of Stock
and
Option
Awards
(3)

Name

Grant Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

P. James Debney
04/27/2017 – – – – – – 63,700 (4) – – $ 1,255,527
04/27/2017 – – – 26,638 70,100 140,200 – – – $ 1,599,682
Jeffrey D. Buchanan
04/27/2017 – – – – – – 22,900 (4) – – $ 451,359
04/27/2017 – – – 9,538 25,100 50,200 – – – $ 573,782
Robert J. Cicero
04/27/2017 – – – – – – 13,000 (4) – – $ 256,230
04/27/2017 – – – 5,472 14,400 28,800 – – – $ 328,608
Mark P. Smith
04/27/2017 – – – – – – 13,000 (4) – – $ 256,230
04/27/2017 – – – 5,472 14,400 28,800 – – – $ 328,608
Matthew W. Buckingham
05/17/2016 – – – – – – 30,000 (5) – – $ 606,000
04/27/2017 – – – – – – 13,000 (4) – – $ 256,230
04/27/2017 – – – 5,472 14,400 28,800 – – – $ 328,608

~~(1)~~

~~Each of our executive officers received cash incentive compensation for our company-wide financial performance as a result of our achieving thepre-established~~ ~~targets set out in our Fiscal 2017 Cash Incentive Compensation Program. Mr. Cicero, who was our only executive officer withpre-established~~ individual performance goals unrelated to our company-wide financial performance, received cash incentive compensation of $116,155 as a result of satisfying his individual goals related to his roles and responsibilities as our General Counsel and Chief Compliance Officer. No amounts are reported as the awards for each of our executive officers under our Fiscal 2017 Cash Incentive Compensation Program have been paid, and the actual amount paid is set forth in the Fiscal 2017 Summary Compensation Table above. Our Fiscal 2017 Cash Incentive Compensation Program is discussed under “Compensation Discussion and Analysis — Fiscal 2017 Compensation — Annual Performance-Based Cash Incentive Compensation.”

~~(2)~~

These PSUs vest based on the relative performance of our common stock against the RUT over the approximately three-year period following the date of grant, and the underlying shares of common stock earned, if any, are deliverable on the first anniversary of the May 1 ending date of the performance period. Notwithstanding the amounts shown in the “Maximum” column, the maximum number of shares that can be delivered with respect to fiscal 2017 PSU grants is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value. For further information on these awards, see “Compensation Discussion and Analysis — Fiscal 2017 Compensation — Stock-Based Compensation.”

~~(3)~~

The amounts shown in this column represent the grant date fair value of stock awards calculated in accordance with FASB ASC Topic 718 “Compensation — Stock Compensation,” excluding the effects of forfeitures. The assumptions used in determining the grant date fair value of these awards are set forth in Note 14 to our consolidated financial statements, which are included in our Annual Report on Form~~10-K~~ ~~filed with the SEC for the fiscal year ended April 30, 2017.~~

~~(4)~~

~~One-fourth~~ of the RSUs vest on May 1 following each of the first, second, third, and fourth anniversaries of the date of grant, subject to each executive’s continued services with us, and the underlying shares of common stock are deliverable on each~~one-year~~ ~~anniversary of the applicable vesting date.~~

~~(5)~~

~~One-fourth~~ of the RSUs vest following each of the first, second, third, and fourth anniversaries of the date of grant, subject to each executive’s continued services with us, and the underlying shares of common stock are deliverable on each~~one-year~~ ~~anniversary of the applicable vesting date.~~


		~~2017 Proxy Statement~~		35


~~EXECUTIVE COMPENSATION~~

Reference is made to “Compensation Discussion and Analysis — Introduction — Highlights of Fiscal 2017 Compensation Program, Including Changes in Certain Compensation Policies and Practices” for certain changes affecting fiscal 2017 compensation for our named executive officers.

~~Outstanding Equity Awards at FiscalYear-End~~ ~~2017~~

~~The following table sets forth information with respect to outstanding equity awards held by our named executive officers as of April 30, 2017.~~

Option Awards Stock Awards
Name
Grant
Date
(1)

Number of Securities
Underlying Unexercised
Options

Option
Exercise
Price

Option
Expiration
Date

Number of
Shares or
Units of
Stock
That
Have Not
Vested

Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
(2)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
(3)

Equity
Incentive
Plan
Awards:
Market
or Payout
Value
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
(2)

Exercisable Unexercisable
P. James Debney
04/10/2013 66,667 (4) – $ 8.89 09/26/2021 – – – –
04/10/2013 94,000 (5) – $ 8.89 04/24/2022 – – – –
04/29/2015 – – – – 33,000 (7) $ 730,950 96,000 $ 2,126,400
04/29/2016 – – – – 61,500 (7) $ 1,362,225 135,400 $ 2,999,110
04/27/2017 – – – – 63,700 (7) $ 1,410,955 140,200 $ 3,105,430
Jeffrey D. Buchanan
12/17/2014 – – – – 1,666 (6) $ 36,902 – –
04/29/2015 – – – – 19,500 (7) $ 431,925 60,000 $ 1,329,000
04/29/2016 – – – – 20,500 (7) $ 454,075 51,650 $ 1,144,048
04/27/2017 – – – – 22,900 (7) $ 507,235 51,650 $ 1,111,930
Robert J. Cicero
04/29/2015 – – – – 11,250 (7) $ 249,188 34,000 $ 753,100
04/29/2016 – – – – 11,700 (7) $ 259,155 29,500 $ 653,425
04/27/2017 – – – – 13,000 (7) $ 287,950 28,800 $ 637,920
Mark P. Smith
04/29/2015 – – – – 11,250 (7) $ 249,188 34,000 $ 753,100
04/29/2016 – – – – 11,700 (7) $ 259,155 29,500 $ 653,425
04/27/2017 – – – – 13,000 (7) $ 287,950 28,800 $ 637,920
Matthew W. Buckingham
04/29/2016 – – – – 11,700 (7) $ 259,155 29,500 $ 653,425
05/17/2016 – – – – 30,000 (8) $ 664,500 – –
04/27/2017 – – – – 13,000 (7) $ 287,950 28,800 $ 637,920

~~(1)~~

~~Generally, outstanding awards of stock options and RSUs under our 2004 Incentive Stock Plan vestone-third~~ on each of the first, second, and third anniversaries of the date of grant and outstanding awards of PSUs under our 2004 Incentive Stock Plan vest if the relative performance of our common stock exceeds the performance of the RUT over the three-year period following the date of grant. Historically, outstanding awards of stock options and RSUs under our 2013 Incentive Stock Plan vest~~one-third~~ ~~on each of the first, second, and third anniversaries of the date of grant. Awards of RSUs under our 2013 Incentive Stock Plan granted in April 2015, 2016, and 2017 vestone-fourth~~ on May 1 following each of the first, second, third, and fourth anniversaries of the date of grant. Awards of PSUs under our 2013 Incentive Stock Plan vest if the relative performance of our common stock achieves the then-applicable metric compared with the performance of the RUT over the approximately three-year period following the date of grant. For further information on these awards, see “Compensation Discussion and Analysis — Fiscal 2017 Compensation — Stock-Based Compensation.”


36				~~2017 Proxy Statement~~


		~~EXECUTIVE COMPENSATION~~

~~(2)~~

The market value of shares or units of stock that have not vested and unearned equity incentive plan awards is determined by multiplying the closing market price of our common stock at the end of our last completed fiscal year by the number of shares or units of stock or the amount of unearned equity incentive plan awards, as applicable.

~~(3)~~

These PSUs vest based on the relative performance of our common stock against the RUT over the approximately three-year period following the date of grant and are reported at the maximum level of award. Notwithstanding the maximum amounts shown in this column, the maximum number of shares that can be delivered with respect to such grants is limited to a dollar value, determined as of the vesting date, of 600% of the grant date value. Reference is also made to footnote 1 above. See also “Compensation Discussion and Analysis — Fiscal 2017 Compensation — Stock-Based Compensation.”

~~(4)~~

~~One-third~~ ~~of the stock options vested and became exercisable on each of the date of grant, September 26, 2013, and September 26, 2014. The maximum term of the options is September 26, 2021.~~

~~(5)~~

~~One-third~~ ~~of the stock options vested and became exercisable on each of the date of grant, April 24, 2014, and April 24, 2015.~~

~~(6)~~

~~One-third~~ ~~of the RSUs vest and the underlying shares of common stock are deliverable on each of the first, second, and third anniversaries of the date of grant.~~

~~(7)~~

~~One-fourth~~ of the RSUs vest on May 1 following each of the first, second, third, and fourth anniversaries of the date of grant, and the underlying shares of common stock are deliverable on each anniversary of the applicable vesting date.

~~(8)~~

~~One-fourth~~ of the RSUs vest following each of the first, second, third, and fourth anniversaries of the date of grant, and the underlying shares of common stock are deliverable on each anniversary of the applicable vesting date.

See “Compensation Discussion and Analysis — Introduction — Highlights of Fiscal 2017 Compensation, Including Changes in Certain Compensation Policies and Practices” for certain changes affecting fiscal 2017 compensation for our named executive officers.

~~Option Exercises and Stock Vested in Fiscal 2017~~

The following table describes, for the named executive officers, the number of shares acquired and the value realized on the exercise of options and vesting of stock awards during the fiscal year ended April 30, 2017.

Name    Option Awards    Stock Awards

Number of
Shares
Acquired
on
Exercise

Value
Realized on
Exercise

Number
of Shares
Acquired
on
Vesting (1)

Value
Realized
on
Vesting
(2)

P. James Debney
   –    $ –    94,541    $ 2,088,327
Jeffrey D. Buchanan
   –    $ –    41,065    $ 904,040
Robert J. Cicero
   –    $ –    20,903    $ 461,340
Mark P. Smith
   –    $ –    20,903    $ 461,340
Matthew W. Buckingham
   –    $ –    –    $ –

~~(1)~~

Includes shares that have vested but are not yet deliverable until the first anniversary of the vesting date (11,000 shares for Mr. Debney, 6,500 shares for Mr. Buchanan, 3,750 shares for Mr. Cicero, and 3,750 shares for Mr. Smith).

~~(2)~~

For stock awards, the value realized is computed as the market price on the later of the date the restrictions lapse or the delivery date multiplied by the number of shares vested. See “Compensation Discussion and Analysis — Certain Stock-Based Compensation Arrangements in Prior Fiscal Years — Vesting of Previous PSU Grants.”


		~~2017 Proxy Statement~~		37


~~EXECUTIVE COMPENSATION~~

~~Retirement Plans~~

~~We maintain the Smith & Wesson Corp. Profit Sharing and Investment Plan, or the 401(k) Plan, a retirement plan intended to betax-qualified~~ under Section 401(a) of the Code and under which 401(k), Roth, matching, and discretionary profit sharing contributions are authorized. All profit sharing contributions vest immediately and all matching contributions vest 50% after one year and 100% after two years. The plan covers substantially all of our employees, including our executive officers, subject to meeting applicable eligibility requirements, except for the employees of our Battenfeld Technologies, Inc. subsidiary, which are covered by a separate 401(k) plan covering substantially all of the employees of Battenfeld Technologies, Inc.

Employees become eligible to make 401(k) and Roth contributions and to receive matching contributions on the first day of the month after their date of hire. Subject to certain Code limitations, the plan permits~~non-highly~~ compensated employees to make 401(k) and Roth contributions of up to 100% of their eligible compensation and highly compensated employees to make 401(k) and Roth contributions of up to 9% of their eligible compensation. Subject to certain Code limitations, we make discretionary matching contributions with respect to our employees’ 401(k) and Roth contributions. For the plan years ended April 30, 2017, 2016, and 2015, we made matching contributions equal to 50% of participants’ 401(k) and Roth contributions of up to 3% of their eligible compensation.

Employees become eligible to receive profit sharing contributions on the first day of the plan year subsequent to when they complete one year of eligibility service, and must be employed on the last day of the plan year, in order to receive a profit sharing contribution, if any, for that plan year. For the year ended April 30, 2017, we made profit sharing contributions equal to approximately 6.8% of the operating profit of our company (excluding business acquired in fiscal 2017). Operating profit under the plan is defined as income before interest, accruals in excess of cash payments for certain litigation, and state and federal income taxes. Profit sharing contributions are allocated to eligible participants in proportion to their eligible compensation (subject to certain Code limitations).

~~Pension Benefits~~

~~We do not offer any defined benefit pension plan to any of our executive officers.~~

~~Nonqualified Deferred Compensation~~

Our Nonqualified Supplemental Deferred Compensation Plan was adopted by our Board of Directors in December 2013 to be effective as of March 1, 2014. The plan is an unfunded deferred compensation plan that is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder. The plan provides deferred compensation benefits to a select group of management or highly compensated employees, as selected (in each case) by our company and participating affiliates.

The plan allows participants to prospectively elect to defer up to 50% of base salary and up to 100% of certain cash bonuses. In the event that salary deferred into the 401(k) Plan must be returned to a participant under the Code’s 401(k) rules, a comparable amount of salary may be deferred into the plan by the participant if the participant has made such an election. In addition, our company and participating affiliates will make~~non-elective~~ contributions to the extent necessary to compensate participants for the amount of their “profit sharing” contribution that cannot be made to the 401(k) Plan due to the limitations of Section 415 of the Code. Additional discretionary~~non-elective~~ ~~contributions may also be made. Participant deferrals andnon-elective~~ ~~contributions are, at all times, 100% vested.~~


38				~~2017 Proxy Statement~~


		~~EXECUTIVE COMPENSATION~~

~~A participant’s deferrals andnon-elective~~ contributions are credited to a deferred compensation account and held in a “rabbi trust” until the occurrence of an applicable distributable event. All of the assets of the rabbi trust will be subject to the claims of creditors of our company and participating affiliates, as applicable. The distributable events include the following:

^·

~~separation from service with our company and its affiliates;~~

^·

~~death;~~

^·

~~disability;~~

^·

~~specified time designated by the participant in his or her deferral agreement;~~

^·

~~a change in control of our company; and~~

^·

~~unforeseeable emergencies.~~

~~Distributable amounts are paid in the form of a lump sum cash payment or, for certain distributions, in a fixed number of cash installment payments, as elected by the participant.~~

A menu of investment options will be made available to participants to determine the amount of earnings, gains, or losses to be credited to their accounts under the plan. Each participant will be able to select from such investment options, the investment options to be used to determine the earnings, gains, and losses to be credited to the deferred amounts. We are not required to invest a participant’s account in the investment options selected because they are used only for purposes of determining the earnings, losses, and gains to be credited to a participant’s account. We retain the discretion to amend or terminate the plan at any time (provided no such action affects a participant’s right to receive the full amount of his or her account balance).

During fiscal 2017, none of our named executive officers contributed to our Nonqualified Supplemental Deferred Compensation Plan. However, profit sharing amounts earned in fiscal 2017 that exceeded the 401(k) maximum contribution limit will be contributed to the Nonqualified Supplemental Deferred Compensation Plan upon payout in fiscal 2018.

The following table sets forth, for the named executive officers, information regarding the contributions that will be made in fiscal 2018 related to profit sharing amounts earned in fiscal 2017 that will be paid in fiscal 2018 and exceed the 401(k) contribution limit, earnings, distributions, and~~year-end~~ ~~account balances with respect to the Nonqualified Supplemental Deferred Compensation Plan.~~

  Name
Executive
Contributions
in Last FY

Registrant
Contributions
in Last FY

Aggregate
Earnings
in Last FY

Aggregated
Withdrawals /
Distributions
in Last FY

Aggregate
Balance at
Last FYE (1)

P. James Debney
   $ 10,169    –    $ 839    –    $ 12,101
Jeffrey D. Buchanan
   –    –    $ 172    –    $ 3,785
Robert J. Cicero
   $ 5,494    –    $ 457    –    $ 5,162
Mark P. Smith
   $ 7,331    –    $ 817    –    $ 10,339
Matthew W. Buckingham
   –    –    –    –    –

~~(1)~~

Earnings reported in the aggregate balance at last fiscal year end were not reported as compensation to the named executive officer in the Summary Compensation Table for previous years because no above-market or preferential earnings on any nonqualified deferred compensation were paid to our named executive officers.


		~~2017 Proxy Statement~~		39


~~EXECUTIVE COMPENSATION~~

~~Employment Agreements and Severance Arrangements with Our Named Executive Officers~~

~~Employment Agreements~~

We and Mr. Debney are parties to an amended and restated employment agreement which is referred to as the Employment Agreement. The Employment Agreement provides for the continued employment of Mr. Debney as the President and Chief Executive Officer of our company. Under the terms of the Employment Agreement, Mr. Debney is entitled to an annual base salary of $608,988 (subject to annual review by our Board of Directors), which was increased to $685,000 early in fiscal 2017. Mr. Debney also is eligible to participate in our executive compensation programs, to receive an annual cash bonus and annual grants of stock-based awards, each as determined by our Board of Directors or committee thereof. Mr. Debney is eligible to participate in other standard health, welfare, and retirement benefits, including group health, pension, retirement, vacation, and expense reimbursement plans, to participate in such other plans, programs, or benefits as may from time to time be provided to other executive employees of our company, and to receive certain other perquisites, including a car allowance, the reimbursement of reasonable insurance premiums for disability, medical and hospitalization insurance, and company-paid premiums on a term life insurance policy.

Pursuant to his Employment Agreement, if we terminate Mr. Debney’s employment without Good Cause, other than in connection with a Change in Control, or Mr. Debney terminates his employment for Good Reason (each as defined in the Employment Agreement), he will receive certain payments and benefits, subject to the terms and conditions set out in his Employment Agreement. These payments and benefits include continuation of base salary, periodic payments equal in the aggregate to the average of the cash incentive bonuses paid to him for each of the preceding two fiscal years, payment of a pro rata portion of his cash incentive bonus, reimbursement for the cost of healthcare continuation coverage for him and his eligible dependents, continued payment of his car allowance, a stipend for secretarial coverage, continued payment of life insurance premiums, and the ability to exercise his vested options for up to nine months following termination. These payments and benefits are described below under “Potential Payments Upon Termination or Change in Control.”

Mr. Debney’s Employment Agreement also provides that, in the event of a Change in Control, Mr. Debney at his option and upon written notice to us, may terminate his employment, unless (i) the provisions of the Employment Agreement remain in full force and effect and (ii) Mr. Debney suffers no reduction in his status, duties, authority, or compensation following the Change in Control. Mr. Debney’s rights under this provision will be triggered if, following a Change in Control, (a) he is not the chief executive officer of the company that succeeds to our business; (b) such company’s stock is not listed on a national stock exchange; or (c) such company terminates Mr. Debney’s employment or reduces his status, duties, authority, or compensation within one year of the Change in Control. If Mr. Debney is eligible to and does exercise his right as described above to terminate his employment in connection with a Change in Control, he will receive certain payments and benefits, subject to the terms and conditions set out in his Employment Agreement. These payments and benefits include continuation of base salary, periodic payments equal in the aggregate to the average of the cash incentive bonuses paid to him for each of the preceding two fiscal years, payment of a pro rata portion of his cash incentive bonus, reimbursement for the cost of healthcare continuation coverage for him and his eligible dependents, continued payment of his car allowance, continued payment of life insurance premiums, vesting of unvested stock-based compensation held by Mr. Debney in his capacity as an employee of our company, and the ability to exercise his vested options for up to nine months following termination. These payments and benefits are described below under “Potential Payments Upon Termination or Change in Control.”

~~The Employment Agreement also prohibits Mr. Debney from competing with our company for a period equal to the longer of 12 months, or any period during which Mr. Debney receives cash~~


40				~~2017 Proxy Statement~~


		~~EXECUTIVE COMPENSATION~~

severance pursuant to the terms of the Employment Agreement, and prohibits Mr. Debney from soliciting or hiring our personnel or employees for a period of 24 months following the termination of his employment with our company, regardless of the reason therefor.

~~Severance Agreements~~

We and Mr. Buchanan are parties to a severance and change in control agreement, which is referred to as the Severance Agreement. Pursuant to his Severance Agreement, if we terminate Mr. Buchanan’s employment without Good Cause, other than in connection with a Change in Control, or Mr. Buchanan terminates his employment for Good Reason (each as defined in the Severance Agreement), Mr. Buchanan will receive certain payments and benefits, subject to the terms and conditions set out in his Severance Agreement. These payments and benefits include continuation of base salary and payment of a pro rata portion of his cash incentive bonus. These payments and benefits are described below under “Potential Payments Upon Termination or Change in Control.”

Mr. Buchanan’s Severance Agreement also provides that, in the event of a Change in Control, Mr. Buchanan, at his option and upon written notice to us, may terminate his employment, unless (i) the provisions of the Severance Agreement remain in full force and effect and (ii) Mr. Buchanan suffers no reduction in his status, duties, authority, or compensation following the Change in Control. Mr. Buchanan’s rights under this provision will be triggered if, following the Change in Control, (a) he is not the chief financial officer of the company that succeeds to our business; (b) such company’s common stock is not listed on a national stock exchange; (c) such company terminates Mr. Buchanan or in any material respect reduces his status, duties, authority, or base compensation within one year of such Change in Control; or (d) as a result of such Change in Control, Mr. Buchanan is required to relocate out of Springfield, Massachusetts (or surrounding areas). If Mr. Buchanan is eligible to and does exercise his right as described above to terminate his employment in connection with a change in control, he will receive certain payments and benefits, subject to the terms and conditions set out in his Severance Agreement. These payments and benefits include continuation of base salary, payment of a lump sum equal to the average of the cash incentive bonuses paid to him for each of the preceding two fiscal years, and vesting of unvested stock-based compensation held by Mr. Buchanan in his capacity as an employee of our company. These payments and benefits are described below under “Potential Payments Upon Termination or Change in Control.”

Our obligations under the Severance Agreement are contingent upon Mr. Buchanan executing (and not revoking during any applicable revocation period) and not violating any provision of a valid and enforceable full and unconditional release of all claims against us. The Severance Agreement also prohibits Mr. Buchanan from competing with our company for a period of 12 months and from soliciting or hiring our personnel or employees for a period of 24 months following the termination of his employment with our company for any reason.

~~Other Severance Arrangements~~

We have adopted the American Outdoor Brands Corporation Executive Severance Pay Plan, which is referred to as the Executive Severance Plan, for the benefit of any officer of our company or any officer of an affiliate that is selected by the plan administrator (currently, the Compensation Committee) in its sole and absolute discretion. At all times Messrs. Debney and Buchanan have been and continue to be covered under their Employment Agreement and Severance Agreement, respectively. Accordingly, Messrs. Debney and Buchanan are not covered under the Executive Severance Plan. Messrs. Cicero, Smith, and Buckingham are currently the only participants in the Executive Severance Plan.


		~~2017 Proxy Statement~~		41


~~EXECUTIVE COMPENSATION~~

Pursuant to the Executive Severance Plan, if we terminate a participating executive without Good Cause (other than due to death or disability) or a participating executive resigns for Good Reason (each as defined in the Executive Severance Plan), he or she will receive certain payments and benefits, subject to the terms and conditions set out in the Executive Severance Plan. These payments and benefits include continuation of base salary, payment of a pro rata portion of his or her cash incentive bonus, and reimbursement for the cost of healthcare continuation coverage for the participating executive and his or her eligible dependents. These payments and benefits are described below under “Potential Payments Upon Termination or Change in Control.”

In addition, if we terminate a participating executive during a Potential Change in Control Protection Period or Change in Control Protection Period or a participating executive resigns following an Adverse Change in Control Effect (each as defined in the Executive Severance Plan), he or she will receive certain payments and benefits, subject to the terms and conditions set out in the Executive Severance Plan. These payments and benefits include continuation of base salary, a lump sum cash payment equal to the average of the cash incentive bonuses paid to the executive for each of the preceding two fiscal years, vesting of all stock-based compensation granted to the executive after the effective date of the Executive Severance Plan in his or her capacity as an employee of our company, and reimbursement for the cost of healthcare continuation coverage for the participating executive and his or her eligible dependents. These payments and benefits are described below under “Potential Payments Upon Termination or Change in Control.”

Our obligations under the Executive Severance Plan are contingent upon (i) the participating executive executing (and not revoking during any applicable revocation period) and not violating any provision of a valid and enforceable full and unconditional release of all claims against us or any of our affiliates, and (ii) the participating executive’s full compliance with any and all~~non-competition,non-solicitation,~~ ~~and similar agreements by which the participating executive was bound as of the effective date of his or her termination or resignation.~~

~~Potential Payments Upon Termination or Change in Control~~

~~Termination by Us Without Good Cause or by the Executive with Good Reason — No Change in Control~~

~~Mr. Debney~~

Pursuant to his Employment Agreement, if we terminate Mr. Debney’s employment without Good Cause, other than in connection with a Change in Control, death, or disability, or Mr. Debney terminates his employment for Good Reason, he will receive the following payments and benefits, subject to the terms and conditions set out in his Employment Agreement:

^·

~~Cash Severance~~. For a period of 18 months after such termination, the sum of his base salary and an amount equal to the average of the cash bonus paid to him for each of the two fiscal years immediately preceding his termination.

^·

~~Pro-rated~~ ~~Cash Bonus~~~~. Apro-rated~~ cash bonus for the fiscal year in which notice of termination is given, based on the performance goals actually achieved for such fiscal year as determined by our Board of Directors in its sole discretion, and paid at the time such bonuses are paid to our other executives.

^·

~~Healthcare Coverage~~~~. For a period of 18 months after such termination, payment of premiums for healthcare coverage, to the extent of his participation in such coverage at the date of termination.~~


42				~~2017 Proxy Statement~~


		~~EXECUTIVE COMPENSATION~~

^·

~~Car Allowance~~~~. For a period of 18 months after such termination, his $1,000 per month car allowance.~~

^·

~~Secretarial Support~~~~. For a period of 36 months after such termination, a cash payment in the amount of $10,000 per12-month~~ ~~period for post-termination secretarial support.~~

^·

~~Life Insurance Premiums~~~~. For a period of 36 months after such termination, payment of premiums on any then-existing life insurance policy provided by our company, up to an annual premium of $20,000.~~

^·

~~Stock Options~~. Any stock options that are vested as of the date of such termination will remain exercisable for nine months following such termination, but in no event, beyond their original term. All unvested options will be cancelled.

~~Mr. Buchanan~~

Pursuant to his Severance Agreement, if we terminate Mr. Buchanan’s employment without Good Cause, other than in connection with a Change in Control, or Mr. Buchanan terminates his employment for Good Reason, Mr. Buchanan will receive the following payments and benefits, subject to the terms and conditions set out in his Severance Agreement:

^·

~~Cash Severance~~~~. His base salary for a period of 12 months after such termination.~~

^·

~~Pro-rated~~ ~~Cash Bonus~~~~. A portion of the cash bonus deemed by the Compensation Committee in its sole discretion to be earned. The bonus will bepro-rated~~ for the period commencing on the first day of the fiscal year for which the cash bonus is calculated and ending on the effective date of termination and will be paid at the time such bonuses are paid to our other executives.

~~Messrs. Cicero, Smith, and Buckingham~~

Pursuant to the Executive Severance Plan, if we terminate Mr. Cicero’s, Mr. Smith’s, or Mr. Buckingham’s employment without Good Cause, other than in connection with a Change in Control, death, or disability, or any of them terminates his employment for Good Reason, each executive will receive the following payments and benefits, subject to the terms and conditions set out in the Executive Severance Plan:

^·

~~Cash Severance~~~~. His base salary for a period of 26 weeks.~~

^·

~~Pro-rated~~ ~~Cash Bonus~~~~. A portion of the cash bonus earned in accordance with the applicable bonus plan. The bonus will bepro-rated~~ for the period commencing on the first day of the fiscal year for which the cash bonus is calculated and ending on the effective date of termination, and will be paid at the time such bonuses are paid to our other executives.

^·

~~Healthcare Coverage~~~~. In the event the executive elects such coverage, reimbursement for the cost of continuation coverage pursuant to COBRA for a period of 26 weeks for the executive and his eligible dependents.~~


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~~EXECUTIVE COMPENSATION~~

~~Termination or Resignation in Connection with a Change in Control~~

~~Mr. Debney~~

If Mr. Debney is eligible to and does exercise his right as described above to terminate his employment in connection with a Change in Control, he will receive the following payments and benefits, subject to the terms and conditions set out in his Employment Agreement:

^·

~~Cash Severance~~. His base salary for a period of 24 months after such termination, and an amount equal to the average of the cash bonus paid to him for each of the two fiscal years immediately preceding his termination, paid over 18 months following such termination.

^·

~~Car Allowance~~~~. His $1,000 per month car allowance for a period of 24 months after such termination.~~

^·

~~Healthcare Coverage~~. At our option, either (x) payment of premiums for healthcare coverage for a period equal to 24 months, to the extent of his participation in such coverage at the date of termination, or (y) reimbursement for COBRA premiums for such coverage through the earlier of 24 months or the COBRA eligibility period.

^·

~~Life Insurance Premiums~~~~. Payment of premiums on any then-existing life insurance policy provided by our company, for a period of 36 months after such termination, up to an annual premium of $20,000.~~

^·

~~Stock-Based Awards~~. All unvested stock-based compensation held by Mr. Debney in his capacity as an employee on the effective date of the termination and subject to acceleration under the provisions of his Employment Agreement (including the stock options granted to Mr. Debney in fiscal 2012 and 2013) will vest as of the effective date of such termination. Stock options will remain exercisable for nine months following termination, but in no event, beyond their original term.

In addition, certain stock-based compensation held by Mr. Debney in his capacity as an employee that is not subject to the provisions of his Employment Agreement, will vest on a qualifying termination of employment following a Change in Control, as defined in the applicable award agreement (including the RSUs and PSUs granted to Mr. Debney in fiscal 2013 and 2014).

~~Mr. Buchanan~~

If Mr. Buchanan is eligible to and does exercise his right as described above to terminate his employment in connection with a Change in Control, he will receive the following payments and benefits, subject to the terms and conditions set out in his Severance Agreement:

^·

~~Cash Severance~~. His base salary for a period of 18 months after such termination, and an amount equal to the average of the cash bonus paid to him for each of the two fiscal years immediately preceding his termination, which will be paid upon the effective date of such termination.

^·

~~Stock-Based Awards~~. All unvested stock-based compensation held by Mr. Buchanan in his capacity as an employee on the effective date of the termination and subject to acceleration under the provisions of his Severance Agreement will vest as of the effective date of such termination.


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		~~EXECUTIVE COMPENSATION~~

In addition, certain stock-based compensation held by Mr. Buchanan in his capacity as an employee that is not subject to the provisions of his Severance Agreement, will vest on a qualifying termination of employment following a Change in Control, as defined in the applicable award agreement (including the RSUs and PSUs granted to Mr. Buchanan in fiscal 2013).

~~Messrs. Cicero, Smith, and Buckingham~~

Pursuant to the Executive Severance Plan, if (i) we terminate Mr. Cicero’s, Mr. Smith’s, or Mr. Buckingham’s employment during a Potential Change in Control Protection Period or Change in Control Protection Period or (ii) either of them resigns following an Adverse Change in Control Effect, he will receive the following payments and benefits, subject to the terms and conditions set out in the Executive Severance Plan:

^·

~~Cash Severance~~. His base salary for a period of 52 weeks and a lump sum cash payment equal to the average of the cash bonuses paid to the executive for each of the two fiscal years immediately preceding the termination or resignation.

^·

~~Stock-Based Compensation~~. All unvested stock-based compensation held by the executive at the time of the termination or resignation that was granted to the executive in his or her capacity as an employee after the effective date of the Executive Severance Plan will vest as of the effective date of such termination.

^·

~~Healthcare Coverage~~~~. In the event the executive elects such coverage, reimbursement for the cost of continuation coverage pursuant to COBRA for a period of 52 weeks for the executive and his or her eligible dependents.~~

In addition, certain stock-based compensation held by the executive that is not subject to the provisions of the Executive Severance Plan will vest on a qualifying termination of employment following a Change in Control, as defined in the applicable award agreement (including the RSUs and PSUs granted in fiscal 2013).

~~Termination for Good Cause or Resignation Without Good Reason~~

~~Mr. Debney~~

Other than as provided to our salaried employees generally, including amounts accrued but unpaid at the time of termination, Mr. Debney is not eligible to receive any additional payments or benefits if his employment is terminated by us for Good Cause.

In addition to those payments and benefits provided to our salaried employees generally, including amounts accrued but unpaid at the time of termination, if Mr. Debney’s employment is terminated by him without Good Reason, he will receive the following payments and benefits, subject to the terms and conditions set out in his Employment Agreement:

^·

~~Life Insurance Premiums~~. Provided that he terminates his employment with at least six months advance notice, payment of premiums for a period of 36 months after such termination on any then-existing life insurance policy provided by our company, up to an annual premium of $20,000.

~~Messrs. Buchanan, Cicero, Smith, and Buckingham~~

Other than as provided to our salaried employees generally, including amounts accrued but unpaid at the time of termination, none of Messrs. Buchanan, Cicero, Smith, or Buckingham is eligible to receive any additional payments or benefits if his employment is terminated by us for Good Cause or by him without Good Reason.


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~~EXECUTIVE COMPENSATION~~

~~Termination by Reason of Death~~

~~Mr. Debney~~

In addition to those payments and benefits provided to our salaried employees generally, including amounts accrued but unpaid at the time of termination and through life insurance, if Mr. Debney’s employment is terminated by reason of his death, he will receive the following payments and benefits, subject to the terms and conditions set out in his Employment Agreement:

^·

~~Pro-rated~~ ~~Cash Bonus~~~~. Apro-rated~~ cash bonus for the fiscal year in which termination by reason of death occurs, based on the performance goals actually achieved for such fiscal year as determined by our Board of Directors in its sole discretion, and paid at the time such bonuses are paid to our other executives.

~~Messrs. Buchanan, Cicero, Smith, and Buckingham~~

Other than as provided to our salaried employees generally, including amounts accrued but unpaid at the time of termination and through life insurance, none of Messrs. Buchanan, Cicero, Smith, or Buckingham is eligible to receive any payments or benefits if his employment is terminated by reason of his death.

~~Termination by Reason of Disability~~

~~Mr. Debney~~

In addition to those payments and benefits provided to our salaried employees generally, including amounts accrued but unpaid at the time of termination and through disability insurance, if Mr. Debney’s employment is terminated by reason of his Disability (as defined in his Employment Agreement), he will receive the following payments or benefits, subject to the terms and conditions set out in his Employment Agreement:

^·

~~Messrs. Buchanan, Cicero, Smith, and Buckingham~~

Other than as provided to our salaried employees generally, including amounts accrued but unpaid at the time of termination and through disability insurance, none of Messrs. Buchanan, Cicero, Smith, or Buckingham is eligible to receive any payments or benefits if his or employment is terminated by reason of his disability.

~~Potential Payments Upon Termination of Employment or Change in Control of our Company~~

Consistent with our double-trigger philosophy, the Compensation Committee has determined that PSU awards (including PSUs granted in fiscal 2015, 2016, and 2017) will contain provisions providing that the PSUs will convert into a number of RSUs based on the achievement of the original performance objectives as of the date of the Change in Control (as defined in the applicable award agreements) and those RSUs will remain unvested until the earlier of (i) a qualifying termination of employment or (ii) the original vesting date.


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		~~EXECUTIVE COMPENSATION~~

The following tables set forth certain information regarding potential payments and other benefits that would be payable to each of our named executive officers in various situations, including termination of employment or a Change in Control of our company. Although the calculations are intended to provide reasonable estimates of the potential benefits, they are based on numerous assumptions and may not represent the actual amount our executives would receive if a termination of employment or Change in Control were to occur. In addition to the amounts disclosed in the following section, each executive would retain the amounts which he has earned or accrued over the course of his employment prior to the termination event, and would receive any amounts accrued but unpaid through the date of termination. The tables below set forth the estimated benefits each of our named executive officers would receive if the termination of employment or the Change in Control event occurred on April 30, 2017.

~~P. James Debney~~

Executive Benefits
Termination Not for
Cause or
Resignation with
Good Reason

Termination in
Connection with a
Qualifying
Change in Control

Voluntary
Termination
Other than
with Good
Reason
Death Disability
Compensation:

Cash Severance
$ 2,782,958 (1) $ 3,125,458 (1) – – –
Bonus (2)
$ 1,683,952 $ 1,683,952 – $ 1,683,952 $ 1,683,952
Equity Awards
– $ 6,220,562 (9) – – –
Benefits and Perquisites:

Health and Welfare Benefits
$ 89,520 (3) $ 99,360 (3) $ 60,000 (4) $ 5,000,000 (5) $ 60,000 (6)
Other Benefits
$ 48,000 (7) $ 24,000 (8) – – –

~~Jeffrey D. Buchanan~~

  Executive Benefits
Termination Not for
Cause or
Resignation with
Good Reason

Termination in
Connection with a
Qualifying
Change in Control

Compensation:

Cash Severance
   $ 384,000    $ 1,349,148 (10)
Bonus (2)
   $ 707,997    $ 707,997
Equity Awards
   –    $ 2,970,404 (9)
Benefits and Perquisites:

Health and Welfare Benefits
   –    –
Other Benefits
   –    –


		~~2017 Proxy Statement~~		47


~~EXECUTIVE COMPENSATION~~

~~Robert J. Cicero~~

  Executive Benefits
Termination Not for
Cause or
Resignation with
Good Reason

Termination in
Connection with a
Qualifying
Change in Control

Compensation:

Cash Severance
   $ 157,500 $ 851,126 (11)
Bonus (2)
   $ 503,342 $ 503,342
Equity Awards
   – $ 1,670,597 (9)
Benefits and Perquisites:

Health and Welfare Benefits
   $ 9,840 (12) $ 19,680 (12)
Other Benefits
   – –

~~Mark P. Smith~~

  Executive Benefits
Termination Not for
Cause or
Resignation with
Good Reason

Termination in
Connection with a
Qualifying
Change in Control

Compensation:

Cash Severance
   $ 165,000 $ 865,179 (11)
Bonus (2)
   $ 527,310 $ 527,310
Equity Awards
   – $ 1,670,597 (9)
Benefits and Perquisites:

Health and Welfare Benefits
   $ 9,840 (12) $ 19,680 (12)
Other Benefits
   – –

~~Matthew W. Buckingham~~

  Executive Benefits
Termination Not for
Cause or
Resignation with
Good Reason

Termination in
Connection with a
Qualifying
Change in Control

Compensation:

Cash Severance
   $ 165,000 $ 593,655 (11)
Bonus (2)
   $ 527,310 $ 527,310
Equity Awards
   – $ 1,332,810 (9)
Benefits and Perquisites:

Health and Welfare Benefits
   $ 9,840 (12) $ 19,680 (12)
Other Benefits
   – –

~~(1)~~

Includes continuation of base salary paid out over 18 months (not in connection with a Change in Control) or 24 months (in connection with a Change in Control), respectively, and an amount equal to the average of Mr. Debney’s cash bonus paid for each of the two fiscal years immediately preceding his termination ($1,755,458), paid out over 18 months.

~~(2)~~

~~Each of our named executive officers received cash incentive compensation for our company-wide financial performance as a result of our achieving thepre-established~~ ~~targets set out in our Fiscal 2017 Cash Incentive Compensation Program. In addition to receiving cash incentive compensation as a result of our achieving thepre-existing~~ ~~targets set forth in our Fiscal 2017 Cash Incentive Program. Mr. Cicero, who was our only executive officer withpre-established~~ individual performance goals unrelated to our company-wide financial performance, also received cash incentive compensation of $116,155 as a result of satisfying his individual goals related to his roles and responsibilities as our General Counsel and Chief Compliance Officer.


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		~~EXECUTIVE COMPENSATION~~

~~(3)~~

~~Includes reimbursement of premiums for health insurance and disability insurance, and premiums paid by the company on a $5.0 million term life insurance policy.~~

~~(4)~~

If Mr. Debney provides us with more than six months advance notice of his voluntary termination of employment, we will continue to pay the life insurance premiums on any then-existing life insurance policy provided by our company, up to an annual premium of $20,000 for 36 months following the termination of his employment.

~~(5)~~

~~Includes the death benefit payable under a $5.0 million term life insurance policy. This money is not paid from our company’s assets.~~

~~(6)~~

Includes continued payment of life insurance premiums on any then-existing life insurance policy provided by our company, up to an annual premium of $20,000, for 36 months following the termination of his employment.

~~(7)~~

~~Includes a $10,000 cash payment per12-month~~ ~~period for secretarial support for a period of 36 months following Mr. Debney’s termination of employment and a $1,000 per month car allowance for 18 months.~~

~~(8)~~

~~Includes a $1,000 per month car allowance for 24 months.~~

~~(9)~~

~~Includes the accelerated vesting of PSUs granted in 2015, 2016 and 2017 calculated on actual performance through April 30, 2017.~~

~~(10)~~

Includes continuation of base salary paid out over 18 months and an amount equal to the average of Mr. Buchanan’s cash bonus paid for each of the two fiscal years immediately preceding his termination ($773,148), paid out in a lump sum.

~~(11)~~

Includes continuation of base salary paid out over 12 months, and an amount equal to the average of the executive’s cash bonus paid for each of the two fiscal years immediately preceding his termination (for Mr. Cicero, $536,126; for Mr. Smith, $535,179; for Mr. Buckingham, $263,655), paid out in a lump sum.

~~(12)~~

~~Includes reimbursement for the cost of continuation coverage pursuant to COBRA for a period of 26 or 52 weeks, as applicable, for the executive and his eligible dependents.~~

~~2011 Employee Stock Purchase Plan~~

Our 2011 Employee Stock Purchase Plan is intended to provide a method whereby our employees have an opportunity to acquire a proprietary interest in our company through the purchase of shares of our common stock through accumulated voluntary payroll deductions, thereby enhancing employee interest in our continued success. The plan was adopted by our Board of Directors, subject to approval by our stockholders, who approved the plan in September 2011. Our Board of Directors amended the plan in March 2012. There were 5,175,346 shares of our common stock reserved for issuance under the plan as of April 30, 2017. The plan is currently administered by our Board of Directors. Under the plan’s terms, however, our Board of Directors may appoint a committee to administer the plan, which we refer to as the Plan Committee. The plan gives broad powers to our Board of Directors or the committee to administer and interpret the plan.

~~The plan permits eligible employees to authorize payroll deductions that will be utilized to purchase shares of our common stock during a series of consecutive12-month~~ ~~offering periods, with twosix-month~~ purchase or exercise periods within the offering periods. Employees may purchase shares of common stock pursuant to the plan at a favorable price and possibly with favorable tax consequences. All employees of our company or of those subsidiaries designated by our Board of Directors who are regularly scheduled to work at least 20 hours per week for more than five months per calendar year are eligible to participate in any of the purchase periods of the plan. However, an employee will not be granted an option under the plan if immediately after the grant, such employee would own common stock, including outstanding options to purchase common stock under the plan, possessing 5% or more of the total combined voting power or value of our common stock, or


		~~2017 Proxy Statement~~		49


~~EXECUTIVE COMPENSATION~~

participation in the plan would permit such employee’s rights to purchase our common stock under all of our employee stock purchase plans to exceed $25,000 in fair market value (determined at the time the option is granted) of our common stock for each calendar year in which such option is outstanding.

The plan will be implemented in a series of successive offering periods, each with a maximum duration of 12 months. If the fair market value per share of our common stock on any purchase date is less than the fair market value per share on the start date of a~~12-month~~ ~~offering period, then that offering period will automatically terminate, and a new12-month~~ ~~offering period will begin on the next business day. Each offering period will begin on the April 1 or October 1, as applicable, immediately following the end of the previous offering period.~~

~~Upon enrollment in the plan, the participant authorizes a payroll deduction, on anafter-tax~~ basis, in an amount of not less than 1% and not more than 20% (or such greater percentage as the Plan Committee may establish from time to time before the first day of an offering period) of the participant’s compensation on each payroll date. Unless the participant withdraws from the plan, the participant’s option for the purchase of shares will be exercised automatically on each exercise date, and the maximum number of full shares subject to the option will be purchased for the participant at the applicable exercise price with the accumulated plan contributions then credited to the participant’s account under the plan. To the extent necessary to comply with Section 423 of the Code, the Plan Committee may reduce a participant’s payroll deduction percentage to 0% at such time during any purchase period scheduled to end during the current calendar year when the participant’s aggregate payroll deductions for the calendar year exceeds $25,000 multiplied by the applicable percentage (i.e., 85%).

The maximum number of shares that a participant may purchase during any exercise period is 12,500 shares or a total of $25,000 in shares, based on the fair market value on the first day of the exercise period. A participant will have no interest or voting right in shares of our common stock covered by the participant’s option until such option has been exercised. No interest is paid on funds withheld, and those funds are used by our company for general operating purposes.

The plan provides for adjustment of the number of shares for which options may be granted, the number of shares subject to outstanding options, and the exercise price of outstanding options in the event of any increase or decrease in the number of issued and outstanding shares as a result of one or more reorganizations, restructurings, recapitalizations, reclassifications, stock splits, reverse stock splits, or stock dividends. If our company dissolves or liquidates, the offering period will terminate immediately prior to the consummation of that action, unless otherwise provided by the Plan Committee. In the event of a merger or a sale of all or substantially all of our company’s assets, each option under the plan will be assumed or an equivalent option substituted by the successor corporation, unless the Plan Committee, in its sole discretion, accelerates the date on which the options may be exercised.

The plan will remain in effect until the earliest of (a) the exercise date that participants become entitled to purchase a number of shares greater than the number of reserved shares available for purchase under the plan, (b) such date as is determined by the Board of Directors in its discretion, or (c) March 31, 2022.

The Board of Directors or the Plan Committee may amend the plan at any time, provided that such amendment may not adversely affect the rights of any participant with respect to previously granted options and the plan may not be amended if such amendment would in any way cause rights issued under the plan to fail to meet the requirements for employee stock purchase plans as defined in


50				~~2017 Proxy Statement~~


		~~EXECUTIVE COMPENSATION~~

~~Section 423 of the Code. To the extent necessary to comply with Rule16b-3~~ ~~under the Exchange Act, Section 423 of the Code, or any other applicable law or regulation, the Board of Directors will obtain stockholder approval for an amendment.~~

Our stockholders will not have any preemptive rights to purchase or subscribe for the shares reserved for issuance under the plan. If any option granted under the plan expires or terminates for any reason other than having been exercised in full, the unpurchased shares subject to that option will again be available for purposes of the plan.

~~2004 Incentive Stock Plan~~

Our 2004 Incentive Stock Plan was designed to attract, motivate, retain, and reward our executives, employees, officers, directors, and independent contractors by providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of stockholder value. Under the plan, we were permitted to grant stock options, restricted stock, RSUs, stock appreciation rights, stock bonuses, and other stock awards. The persons eligible to receive awards under the plan consisted of officers, directors, employees, and independent contractors. Upon the approval by our stockholders of our 2013 Incentive Stock Plan in September 2013, we ceased making new grants under the 2004 Incentive Stock Plan.

There were outstanding issued but unexercised options to acquire 335,160 shares of our common stock at an average exercise price of $6.58 per share under the plan as of April 30, 2017. There were issued and outstanding 9,000 undelivered RSUs under the plan as of April 30, 2017.

~~2013 Incentive Stock Plan~~

Our 2013 Incentive Stock Plan was adopted by our Board of Directors in August 2013 and approved by our stockholders in September 2013. The plan is designed to assist us and our subsidiaries and other designated affiliates, which we refer to as Related Entities, in attracting, motivating, retaining (including through designated retention awards), and rewarding high-quality executives, employees, officers, directors, and individual consultants who provide services to us or our Related Entities, by enabling such persons to acquire or increase a proprietary interest in our company in order to strengthen the mutuality of interests between such persons and our stockholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of stockholder value.

Under the plan, we may grant stock options, SARs, restricted stock, RSUs, shares granted as a bonus or in lieu of another award, dividend equivalents, and other stock-based awards or performance awards. The persons eligible to receive awards under the plan consist of officers, directors, employees, and consultants who are natural persons providing bona fide services to our company or any Related Entity and whose services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for shares of our common stock. However, incentive stock options may be granted under the plan only to employees of our company, or any parent corporation or subsidiary corporation of our company, including our officers who are employees. There were no outstanding issued but unexercised options to acquire shares of our common stock under the plan as of April 30, 2017. There were issued and outstanding 1,419,848 undelivered RSUs and PSUs under the plan as of April 30, 2017. The material features of the plan are outlined below.

~~Shares available for awards; adjustments~~~~. The number of shares of common stock available for issuance under the plan is 3,000,000 shares, plus any shares that were reserved and remained~~


		~~2017 Proxy Statement~~		51


~~EXECUTIVE COMPENSATION~~

available for grant and delivery under our 2004 Incentive Stock Plan as of the date the plan became effective. Any shares that are subject to an award under the plan will be counted against this limit as one share for every one share granted.

If any shares subject to (i) any award under the plan, or after the effective date of the plan, shares subject to any awards granted under the 2004 Incentive Stock Plan, are forfeited, expire, or otherwise terminate without issuance of such shares, or (ii) any award under the plan, or after the effective date of the plan, shares subject to any award granted under the 2004 Incentive Stock Plan, that could have been settled with shares is settled for cash or otherwise does not result in the issuance of all or a portion of the shares, the shares to which those awards were subject, will, to the extent of such forfeiture, expiration, termination, cash settlement, or~~non-issuance,~~ ~~again be available for delivery with respect to awards under the plan.~~

~~Any share that again becomes available for delivery pursuant to the provisions described above will be added back as one share.~~

The administrator of the plan is authorized to adjust the limitations on the number of shares of common stock available for issuance under the plan and the individual limitations on the amount of certain awards (other than the $100,000 limitation described above with respect to incentive stock option awards) and will adjust outstanding awards (including adjustments to exercise prices of options and other affected terms of awards) to the extent it deems equitable in the event that any extraordinary dividend or other distribution (whether in cash, shares of common stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation,~~spin-off,~~ ~~combination, repurchase, share exchange, or other similar corporate transaction or event affects our common stock so that an adjustment is appropriate.~~

~~Administration~~. The plan is to be administered by the Compensation Committee of our Board of Directors; provided, however, that if our Board of Directors fails to designate a compensation committee or if there are no longer any members on the compensation committee so designated by our Board of Directors, or for any other reason determined by our Board of Directors, then our Board of Directors will serve as the Committee. Subject to the terms of the plan, the Committee is authorized to select eligible persons to receive awards, grant awards, determine the type, number and other terms and conditions of, and all other matters relating to, awards, prescribe award agreements (which need not be identical for each participant), and the rules and regulations for the administration of the plan, construe and interpret the plan and award agreements, correct defects, supply omissions or reconcile inconsistencies therein, and make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the plan.

~~Stock options and stock appreciation rights~~~~. The Committee is authorized to grant stock options, including both incentive stock options, or ISOs, which can result in potentially favorable tax treatment to the participant, andnon-qualified~~ stock options, and SARs entitling the participant to receive the amount by which the fair market value of a share of common stock on the date of exercise exceeds the grant price of the SAR. The exercise price per share subject to an option and the grant price of a SAR are determined by the Committee, provided that the exercise price per share of an option and the grant price per share of a SAR will be no less than 100% of the fair market value of a share of common stock on the date such option or SAR is granted. An option granted to a person who owns or is deemed to own stock representing 10% or more of the voting power of all classes of stock of our company or any parent company (sometimes referred to as a “10% owner”) will not qualify as an ISO unless the exercise price for the option is not less than 110% of the fair market value of a share of common stock on the date such ISO is granted.


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		~~EXECUTIVE COMPENSATION~~

The maximum term of each option or SAR, the times at which each option or SAR will be exercisable, and provisions requiring forfeiture of unexercised options or SARs at or following termination of employment generally are fixed by the Committee, except that no option or SAR may have a term exceeding ten years, and no ISO granted to a 10% owner (as described above) may have a term exceeding five years (to the extent required by the Code at the time of grant). Methods of exercise and settlement and other terms of options and SARs are determined by the Committee. The Committee, thus, may permit the exercise price of options awarded under the plan to be paid in cash, shares, other awards or other property (including loans to participants).

~~Restricted stock~~. The Committee is authorized to grant restricted stock. Restricted stock is a grant of shares of common stock, which are subject to such risks of forfeiture and other restrictions as the Committee may impose, including time or performance restrictions or both. A participant granted restricted stock generally has all of the rights of a stockholder of our company (including voting and dividend rights), unless otherwise determined by the Committee.

~~Restricted stock units~~. The Committee is authorized to grant RSUs. An award of RSUs confers upon a participant the right to receive shares of common stock or cash equal to the fair market value of the specified number of shares covered by the RSUs at the end of a specified deferral period, subject to such risks of forfeiture and other restrictions as the Committee may impose. Prior to settlement, an award of RSUs carries no voting or dividend rights or other rights associated with share ownership, although dividend equivalents may be granted.

~~Dividend equivalents~~. The Committee is authorized to grant dividend equivalents conferring on participants the right to receive, currently or on a deferred basis, cash, shares of common stock, other awards, or other property equal in value to dividends paid on a specific number of shares of common stock or other periodic payments. Dividend equivalents may be granted in connection with another award, may be paid currently or on a deferred basis and, if deferred, may be deemed to have been reinvested in additional shares of common stock, awards, or otherwise as specified by the Committee.

~~Shares granted as a bonus or in lieu of another award~~. The Committee is authorized to grant shares of common stock as a bonus free of restrictions, or to grant shares of common stock or other awards authorized under the plan in lieu of our obligations to pay cash under the plan or other plans or compensatory arrangements.

~~Other stock-based awards~~. The Committee is authorized to grant awards that are denominated or payable in, valued by reference to, or otherwise based on or related to shares of common stock. The Committee determines the terms and conditions of such awards.

~~Performance awards~~. The Committee is authorized to grant performance awards to participants on terms and conditions established by the Committee. The performance criteria to be achieved during any performance period and the length of the performance period will be determined by the Committee upon the grant of the performance award. Performance awards may be valued by reference to a designated number of shares (in which case they are referred to as performance shares) or by reference to a designated amount of property including cash (in which case they are referred to as performance units). Performance awards may be settled by delivery of cash, shares of common stock or other property, or any combination thereof, as determined by the Committee.

~~Other terms of awards~~. Awards may be settled in the form of cash, shares of common stock, other awards, or other property, in the discretion of the Committee. The Committee may require or permit participants to defer the settlement of all or part of an award in accordance with such terms and conditions as the Committee may establish, including payment or crediting of interest or dividend equivalents on deferred amounts, and the crediting of earnings, gains, and losses based on deemed


		~~2017 Proxy Statement~~		53


~~EXECUTIVE COMPENSATION~~

investment of deferred amounts in specified investment vehicles. The Committee is authorized to place cash, shares of common stock, or other property in trusts or make other arrangements to provide for payment of our obligations under the plan. The Committee may condition any payment relating to an award on the withholding of taxes and may provide that a portion of any shares of common stock or other property to be distributed will be withheld (or previously acquired shares of common stock or other property be surrendered by the participant) to satisfy withholding and other tax obligations. Awards granted under the plan generally may not be pledged or otherwise encumbered and are not transferable except by will or by the laws of descent and distribution, or to a designated beneficiary upon the participant’s death, except that the Committee may, in its discretion, permit transfers subject to any terms and conditions the Committee may impose thereon.

~~Acceleration of vesting; change in control~~. Subject to certain limitations contained in the plan, including those described in the following paragraph, the Committee may, in its discretion, accelerate the exercisability, the lapsing of restrictions or the expiration of deferral or vesting periods of any award. In the event of a “change in control” of our company, as defined in the plan, any restrictions, deferral of settlement, and forfeiture conditions applicable to an award will not lapse, and any performance goals and conditions applicable to an award will not be deemed to have been met, as of the time of the change in control, unless either (i) we are the surviving entity in the change in control and the award does not continue to be outstanding after the change in control on substantially the same terms and conditions as were applicable immediately prior to the change in control or (ii) the successor company does not assume or substitute for the applicable award, as determined in accordance with the terms of the plan. In the event of a change in control and either, (i) we are the surviving entity in the change in control and the award does not continue to be outstanding after the change in control on substantially the same terms and conditions as were applicable immediately prior to the change in control or (ii) the successor company does not assume or substitute for the applicable award, as determined in accordance with the terms of the plan, the applicable award agreement may provide that any restrictions, deferral of settlement, and forfeiture conditions applicable to an award will lapse, and any performance goals and conditions applicable to an award shall be deemed to have been met, as of the time of the change in control. If the award continues to be outstanding after the change in control on substantially the same terms and conditions as were applicable immediately prior to the change in control, or the successor company assumes or substitutes for the applicable award, as determined in accordance with the plan, the applicable award agreement may provide that with respect to each award held by such participant at the time of the change in control, in the event a participant’s employment is terminated without “cause” by our company or any Related Entity or by such successor company or by the participant for “good reason,” as those terms are defined in the plan, within 24 months following such change in control, any restrictions, deferral of settlement, and forfeiture conditions applicable to each such award will lapse, and any performance goals and conditions applicable to each such award will be deemed to have been met, as of the date on which the participant’s employment is terminated.

~~Amendment and termination~~. Our Board of Directors may amend, alter, suspend, discontinue, or terminate the plan or the Committee’s authority to grant awards without further stockholder approval, except that stockholder approval must be obtained for any amendment or alteration if such approval is required by law or regulation or under the rules of any stock exchange or quotation system on which shares of our common stock are then listed or quoted; provided that, except as otherwise permitted by the plan or an award agreement, without the consent of an affected participant, no such action by our Board of Directors may materially and adversely affect the rights of such participant under the terms of any previously granted and outstanding award. The plan will terminate at the earliest of (i) such time as no shares of common stock remain available for issuance under the plan, (ii) termination of the plan by our Board of Directors, or (iii) the tenth anniversary of the effective date of the plan.


54				~~2017 Proxy Statement~~

~~DIRECTOR COMPENSATION~~

The Compensation Committee, with advice from its independent compensation consultant, determines, or recommends to our Board of Directors for determination, the compensation of our Board of Directors. We currently pay each~~non-employee~~ director an annual retainer in the amount of $70,000. We also pay additional sums to our Chairman of the Board, Vice Chairman of the Board, Chairs of our Board Committees, and members of our Board Committees as follows:

Chairman of the Board
   $ 37,500
Vice Chairman of the Board
   $ 23,000
Chair, Audit Committee
   $ 25,000
Chair, Compensation Committee
   $ 25,000
Chair, Nominations and Corporate Governance Committee
   $ 12,000
Non-Chair Audit Committee Members
   $ 8,000
Non-Chair Compensation Committee Members
   $ 5,000
Non-Chair Nominations and Corporate Governance Committee Members
   $ 3,500

In addition, each member of the Audit Committee receives an additional $1,500 per Audit Committee meeting attended in excess of seven meetings per year; each member of the Compensation Committee receives an additional $1,500 per Compensation Committee meeting attended in excess of six meetings per year; and each member of the Nominations and Corporate Governance Committee receives an additional $1,500 per Nominations and Corporate Governance Committee meeting attended in excess of four meetings per year. We also reimburse each director for travel and related expenses incurred in connection with attendance at Board of Director and committee meetings. Employees who also serve as directors receive no additional compensation for their services as a director.

~~Eachnon-employee~~ ~~director receives a stock-based grant to acquire shares of our common stock on the date of his or her first appointment or election to our Board of Directors. Eachnon-employee~~ director also receives a stock-based grant at the meeting of our Board of Directors held immediately following our annual meeting of stockholders for that year. Stock-based grants were in the form of RSUs for 6,500 shares of common stock, 3,802 shares of common stock, and 3,112 shares of common stock in fiscal 2015, 2016, and 2017, respectively. The RSUs vest~~one-twelfth~~ ~~each month. The Compensation Committee has determined that, beginning with the RSU grant tonon-employee~~ ~~directors in fiscal 2016, the delivery of the underlying shares generally will not be made until the first anniversary of the final vesting date of the award in order to be consistent with theone-year~~ ~~holding period for stock-based awards granted to our executive officers since fiscal 2015.~~

~~The following table sets forth the compensation paid by us to eachnon-employee~~ ~~director for the fiscal year ended April 30, 2017. Mr. Debney does not receive any compensation for service on our Board of Directors.~~

  Name (1)
Fees Earned or
Paid in
Cash (2)

Stock
Awards (3)

All Other
Compensation
Total
Barry M. Monheit
   $ 118,420    $ 84,989    $ 836 (4) $ 204,245
Robert L. Scott
   $ 96,500    $ 84,989    $ 824 (6) $ 182,313
Robert H. Brust
   $ 95,000    $ 84,989    $ 2,346 (5) $ 182,335
John B. Furman
   $ 107,500    $ 84,989    – $ 192,489
Michael F. Golden
   $ 70,000    $ 84,989    $ – $ 154,989
Mitchell A. Saltz
   $ 70,000    $ 84,989    $ 1,918 (4) $ 156,907
I. Marie Wadecki
   $ 99,500    $ 84,989    – $ 184,489
Gregory J. Gluchowski, Jr.
   $ 77,915    $ 84,989    – $ 162,904


		~~2017 Proxy Statement~~		55


~~DIRECTOR COMPENSATION~~

~~(1)~~

~~As of April 30, 2017, each of thenon-employee~~ directors had the following number of stock awards outstanding, which represent undelivered shares underlying vested RSUs: Mr. Monheit (9,914); Mr. Scott (9,914); Mr. Golden (6,914); Mr. Brust (6,914); Mr. Furman (6,914); Mr. Saltz (6,914); Ms. Wadecki (9,914); and Mr. Gluchowski (6,914). As of April 30, 2017, each of the~~non-employee~~ directors had the following number of stock options outstanding: Mr. Monheit (20,000); Mr. Brust (0); Mr. Furman (40,000); Mr. Golden (10,000); Mr. Saltz (0); Mr. Scott (40,000); Ms. Wadecki (0); and Mr. Gluchowski (0).

~~(2)~~

~~All fees were paid in cash.~~

~~(3)~~

The amounts shown in this column represent the grant date fair value for stock awards granted to the directors calculated in accordance with FASB ASC Topic 718 “Compensation — Stock Compensation,” excluding the effects of forfeitures. The assumptions used in determining the grant date fair value of these awards are set forth in Note 14 to our consolidated financial statements, which are included in our Annual Report on Form~~10-K~~ ~~filed with the SEC for the fiscal year ended April 30, 2017.~~

~~(4)~~

~~Consists of costs for certain products provided without cost.~~

~~(5)~~

~~Consists of costs for spousal travel to attend company-related business functions.~~

~~(6)~~

~~Consists of costs for medical coverage ($339) and costs for spousal travel to attend company-related business functions.~~

We lease 3,000 square feet of office space in Scottsdale, Arizona, which has offices for certain senior personnel in our investor relations and finance departments as well as office space for our board of directors. The lease expires on February 28, 2018. The office and the secretarial support services provided at that location also satisfy the requirements to maintain a Scottsdale office and provide secretarial support contained in our December 5, 2003 severance agreement entered into with Mr. Saltz in connection with his resignation as an executive officer of our company.

We maintain stock ownership guidelines for our directors and executive officers. For more detailed information regarding our stock ownership guidelines, see “Corporate Governance — Stock Ownership Guidelines.”


56				~~2017 Proxy Statement~~

~~EQUITY COMPENSATION PLAN INFORMATION~~

~~The following table sets forth information with respect to our common stock that may be issued upon the exercise of stock options under our equity compensation plans as of April 30, 2017.~~

  Plan Category
(a)
Number of
Securities to
be Issued
Upon
Delivery of
Shares for
Restricted
Stock Units

(b)
Number of
Securities to
be Issued
Upon Exercise
of Outstanding
Options,
Warrants, and
Rights

(c)
Weighted
Average
Exercise Price
of Outstanding
Options,
Warrants, and
Rights (1)

(d)
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a)) (2)

Equity Compensation Plans Approved by Stockholders
   1,428,848    335,160    $ 6.58    10,130,229
Equity Compensation Plans Not Approved by Stockholders
   –    –    –    –
Total
   1,428,848    335,160    $ 6.58    10,130,229

~~(1)~~

~~The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs, which have no exercise price.~~

~~(2)~~

Under our 2013 Incentive Stock Plan, an aggregate of 6,551,076 shares of our common stock was authorized for issuance pursuant to awards granted under such plan. The number of available shares will be increased by the number of shares with respect to which awards previously granted under such plan are terminated without being exercised, expire, are forfeited or cancelled, do not vest, or are surrendered in payment of any awards or any tax withholding with respect thereto. As of April 30, 2017, the aggregate number of shares of our common stock available for issuance pursuant to awards under the 2013 Incentive Stock Plan was 4,954,883. Our 2011 Employee Stock Purchase Plan authorizes the sale of up to 6,000,000 shares of our common stock to employees. As of April 30, 2017, there were 5,175,346 shares of common stock reserved for issuance under our 2011 Employee Stock Purchase Plan.


		~~2017 Proxy Statement~~		57

~~REPORT OF THE AUDIT COMMITTEE~~

The Board of Directors has appointed an Audit Committee, consisting of three independent directors. All of the members of the Audit Committee are “independent” of our company and management, as independence is defined in applicable rules of Nasdaq and the SEC.

The purpose of the Audit Committee is to assist the oversight of our Board of Directors in the integrity of the financial statements of our company, our company’s compliance with legal and regulatory matters, the independent registered public accountant’s qualifications and independence, and the performance of our company’s independent registered public accountant. The primary responsibilities of the committee include overseeing our company’s accounting and financial reporting process and audits of the financial statements of our company on behalf of the Board of Directors.

In fulfilling its oversight responsibilities, the committee reviewed the audited financial statements with management and the independent registered public accountant. The committee discussed with the independent registered public accountant the matters required to be discussed by the Public Company Accounting Oversight Board. This included a discussion of the independent registered public accountant’s judgments as to the quality, not just the acceptability, of our company’s accounting principles and such other matters as are required to be discussed with the committee under generally accepted auditing standards. In addition, the committee received from the independent registered public accountant written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the committee concerning independence. The committee also discussed with the independent registered public accountant their independence from management and our company, including the matters covered by the written disclosures and letter provided by the independent registered public accountant.

The committee discussed with the independent registered public accountant the overall scope and plans for its audit. The committee met with the independent registered public accountant, with and without management present, to discuss the results of the examinations, its evaluations of our company, the internal controls, and the overall quality of the financial reporting. The committee held five meetings during the fiscal year ended April 30, 2017.

Based on the reviews and discussions referred to above, the committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in the Annual Report on Form~~10-K~~ ~~for the year ended April 30, 2017 for filing with the SEC.~~

~~The report has been furnished by the Audit Committee of our Board of Directors.~~

~~Robert H. Brust, Chairman~~

~~John B. Furman~~

~~I. Marie Wadecki~~


58				~~2017 Proxy Statement~~

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Section 16(a) of the Exchange Act requires our directors, officers, and persons that own more than 10 percent of a registered class of our company’s equity securities to file reports of ownership and changes in ownership with the SEC. Directors, officers, and greater than 10 percent stockholders are required by SEC regulations to furnish our company with copies of all Section 16(a) forms they file.

Based solely upon our review of the copies of such forms received by us during the fiscal year ended April 30, 2017, and written representations that no other reports were required, we believe that each person who, at any time during such fiscal year, was a director, officer, or beneficial owner of more than 10 percent of our common stock complied with all Section 16(a) filing requirements during such fiscal year.


		~~2017 Proxy Statement~~		59

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

The following table sets forth certain information regarding the beneficial ownership of shares as of July 26, 2017 by (1) each director, nominee for director, and named executive officer of our company, (2) all directors and executive officers of our company as a group, and (3) each person known by us to own more than 5% of our common stock.

  Name of Beneficial Owner (1)
Number of
shares (2)
Percent (2)
Directors and Executive Officers:

P. James Debney
   512,047 (3) *
Jeffrey D. Buchanan
   70,917 (4) *
Robert J. Cicero
   22,672 (5) *
Mark P. Smith
   22,689 (5) *
Matthew W. Buckingham
   10,112 (6) *
Robert H. Brust
   6,914 (7) *
John B. Furman
   57,420 (8) *
Gregory J. Gluchowski, Jr.
   14,152 (7) *
Michael F. Golden
   273,517 (9) *
Barry M. Monheit
   69,248 (10) *
Mitchell A. Saltz
   63,914 (11) *
Robert L. Scott
   97,448 (12) *
I. Marie Wadecki
   35,686 (13) *
All directors and executive officers as a group (13 persons)
   1,256,736 (14) 2.31 %
Other significant stockholders:

The Vanguard Group
   7,954,539 (15) 14.74 %
BlackRock, Inc.
   4,331,310 (16) 8.02 %

*	~~Percentage of ownership of less than one percent.~~

~~(1)~~

Except as otherwise indicated, each person named in the table has the sole voting and investment power with respect to all common stock beneficially owned, subject to applicable community property law. Except as otherwise indicated, each person may be reached as follows: c/o American Outdoor Brands Corporation, 2100 Roosevelt Avenue, Springfield, Massachusetts 01104.

~~(2)~~

The number of shares beneficially owned by each person or entity is determined under the rules promulgated by the SEC taking into effect shares underlying RSUs that have or will have vested, but are not deliverable, within 60 days of the record date. Under such rules, beneficial ownership includes any shares as to which the person or entity has sole or shared voting power or investment power. The number of shares shown includes, when applicable, shares owned of record by the identified person’s minor children and spouse and by other related individuals and entities over whose shares such person has custody, voting control, or power of disposition. The percentages shown are calculated based on 53,974,365 shares outstanding on July 26, 2017. The numbers and percentages shown include shares actually owned on July 26, 2017, shares that the identified person or group had the right to acquire within 60 days of such date, and shares underlying RSUs that have or will have vested, but are not deliverable, within 60 days of such date. In calculating the percentage of ownership, all shares that the identified person or group had the right to acquire within 60 days of July 26, 2017 upon the exercise of options or the delivery of RSUs or PSUs and all shares underlying RSUs that have or will have vested, but are not deliverable, within 60 days of the record date are deemed to be outstanding for the purpose of computing the percentage of shares owned by that person or group, but are not deemed to be outstanding for the purpose of computing the percentage of shares stock owned by any other person or group.

~~(3)~~

~~Includes (a) 160,667 shares issuable upon exercise of vested stock options; and (b) 25,488 shares underlying RSUs that have vested but are not deliverable within 60 days of the record date.~~

~~(4)~~

~~Includes 11,233 shares underlying RSUs that have vested but are not deliverable within 60 days of the record date.~~


60				~~2017 Proxy Statement~~


		~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

~~(5)~~

~~Includes 6,447 shares underlying RSUs that have vested but are not deliverable within 60 days of the record date.~~

~~(6)~~

~~Consists of 10,112 shares underlying RSUs that have vested but are not deliverable within 60 days of the record date.~~

~~(7)~~

~~Includes 3,112 shares underlying RSUs that will have vested, but are not deliverable, within 60 days of the record date.~~

~~(8)~~

~~Includes (a) 40,000 shares issuable upon exercise of vested stock options; and (b) 3,112 shares underlying RSUs that will have vested, but are not deliverable, within 60 days of the record date.~~

~~(9)~~

Includes (a) 10,000 shares issuable upon exercise of stock options that have vested but have not been exercised; and (b) 3,112 shares underlying RSUs that will have vested, but are not deliverable, within 60 days of the record date.

~~(10)~~

Includes (a) 20,000 shares issuable upon exercise of stock options that have vested but have not been exercised; (b) 3,112 shares underlying RSUs that will have vested, but are not deliverable, within 60 days of the record date; and (c) 3,000 shares underlying RSUs that have vested but the delivery of which is deferred until retirement from the Board. The shares are held by Barry M. Monheit, Trustee, SEP PROP Monheit Family Trust U/A Dtd 7/16/2002.

~~(11)~~

Includes 3,112 shares underlying RSUs that will have vested, but are not deliverable, within 60 days of the record date. The shares are held by Stockbridge Enterprises, L.P., of which Mr. Saltz is the Manager.

~~(12)~~

Includes (a) 40,000 shares issuable upon exercise of vested stock options; (b) 3,112 shares underlying RSUs that will have vested, but are not deliverable, within 60 days of the record date; and (c) 3,000 shares underlying RSUs that have vested but the delivery of which is deferred until retirement from the Board.

~~(13)~~

Includes (a) 3,112 shares underlying RSUs that will have vested, but are not deliverable, within 60 days of the record date; and (b) 3,000 shares underlying RSUs that have vested but the delivery of which is deferred until retirement from the Board.

~~(14)~~

Includes (a) 270,667 shares issuable upon exercise of vested stock options; (b) 84,623 shares underlying RSUs that have or will have vested, but are not deliverable, within 60 days of the record date; and (c) 9,000 shares underlying RSUs that have vested but the delivery of which is deferred until retirement from the Board.

~~(15)~~

Based on the statement on Amendment No. 6 to Schedule 13G filed with the SEC on February 13, 2017, The Vanguard Group has sole voting power over 108,422 shares; shared voting power over 3,196 shares; sole dispositive power over 7,845,806 shares; and shared dispositive power over 108,733 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

~~(16)~~

Based on the statement on Amendment No. 7 to Schedule 13G filed with the SEC on January 27, 2017, BlackRock, Inc. has sole voting power over 4,238,490 shares and sole dispositive power over 4,331,310 shares. The address of BlackRock, Inc. is 55 East 52^nd ~~Street, New York, NY 10055.~~


		~~2017 Proxy Statement~~		61

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

Unless delegated to the Compensation Committee by our Board of Directors, the Audit Committee charter requires the Audit Committee to review and approve all related party transactions and to review and make recommendations to the full Board of Directors, or approve, any contracts or other transactions with current or former executive officers of our company, including consulting arrangements, employment agreements,~~change-in-control~~ agreements, termination arrangements, and loans to employees made or guaranteed by our company. We have a policy that we will not enter into any such transaction unless the transaction is determined by our disinterested directors to be fair to us or is approved by our disinterested directors or by our stockholders. Any determination by our disinterested directors is based on a review of the particular transaction, applicable laws and regulations, policies of our company (including those set forth above under “Corporate Governance” or published on our website), and the listing standards of Nasdaq. As appropriate, the disinterested directors of the applicable committees of the Board of Directors shall consult with our legal counsel or Internal Auditor.

Our company has entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Nevada law, for certain liabilities to which they may become subject as a result of their affiliation with our company.


62				~~2017 Proxy Statement~~

~~PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE COMPENSATION(“SAY-ON-PAY”)~~

~~Background~~

~~The Dodd-Frank Act enables our stockholders to vote to approve, on an advisory(non-binding)~~ ~~basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules.~~

~~Summary~~

We are asking our stockholders to provide advisory approval of the compensation of our named executive officers (which consist of our Chief Executive Officer, our Chief Financial Officer, and our three other executive officers as such compensation is described in the “Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure set forth in this proxy statement. Our philosophy with respect to executive compensation is to pay base salaries to our executive officers at levels that enable us to attract, motivate, and retain highly qualified executives. Our executive compensation program is designed to link annual performance-based cash incentive compensation to the achievement of~~pre-established~~ performance objectives, based primarily on our company’s financial results and the achievement of other corporate goals, but also, in some cases, on individual objectives that contribute to our long-term goal of building stockholder value. Similarly, our executive compensation program is designed so that stock-based compensation focuses our executives’ efforts on building stockholder value by aligning their interests with those of our stockholders. To that end, our stock-based compensation generally is intended to result in more limited rewards if the price of our common stock does not appreciate or does not appreciate in an amount equal to or above certain levels, but may provide substantial rewards to our executive officers (as well as to our stockholders in general) if our common stock appreciates or appreciates in an amount equal to or above certain levels. The following is a summary of some of the key points of our executive compensation program. We urge our stockholders to review the Compensation Discussion and Analysis included in this proxy statement and the executive compensation tables for more information.

~~Base Salaries~~. We target base salaries at levels required to attract, motivate, and retain highly qualified individuals assuming that they will not receive incentive compensation, but reflecting the possible receipt of incentive compensation. We increased the base salaries of our Chief Executive Officer, Chief Financial Officer, and other named executive officers in fiscal 2017.

~~We maintain a performance-based cash incentive compensation program~~. We annually establish a performance-based cash incentive compensation program for our executive officers. In establishing a cash incentive compensation program for any particular year or period, we focus on achievement of~~pre-established~~ performance objectives, based primarily on our company’s financial results and the achievement of other corporate goals. In some cases, we also consider individual objectives, responsibilities, and performance. Our performance-based cash incentive compensation program results in a substantial portion of our executives’ potential total cash compensation being at risk. In practice, we have paid incentive compensation to our named executive officers for only two of the last three fiscal years. None of our executive officers received cash incentive compensation for our company-wide financial performance as a result of our failure to achieve the~~pre-established~~ ~~targets set out in our fiscal 2015 Cash Incentive Compensation Program. Mr. Cicero, who was our only executive officer withpre-established~~ individual performance goals unrelated to our company-wide financial performance, received cash incentive compensation in fiscal 2015 as a result of satisfying his individual goals related to his roles and responsibilities as our General Counsel and Chief Compliance Officer.


		~~2017 Proxy Statement~~		63


~~PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)~~

~~Our stock-based compensation program is designed to align the interests of our management and the interests of our stockholders~~. We strongly believe in tying executive rewards directly to our long-term success and focusing our executives’ efforts on building stockholder value by aligning their interests with those of our stockholders. To that end, our stock-based compensation generally is intended to result in more limited rewards if the price of our common stock does not appreciate or does not appreciate above certain levels, but may provide substantial rewards to our executive officers (as well as to our stockholders in general) if our common stock appreciates above certain levels. Our stock-based compensation consists primarily of RSUs and PSUs. We generally set the vesting schedule for RSUs over multiple year periods to encourage executive retention. In fiscal 2015, the Compensation Committee increased the vesting schedule from ratably over three years to ratably over four years. We generally establish multi-year performance requirements for the vesting of PSUs to reward long-term company performance. As described in the “Compensation Discussion and Analysis” section, it is our practice to grant stock-based compensation to our executive officers prior to the beginning of the applicable fiscal year.

The Compensation Committee adopted stock holding requirements for the shares underlying outstanding stock-based awards granted to our executive officers in fiscal 2015, 2016, and 2017 so that vested shares generally will not be delivered and therefore, at a minimum, cannot be sold until the first anniversary of each applicable vesting date and instituted a value cap on PSUs granted in fiscal 2015, 2016, and 2017 that limits the dollar value, determined as of the vesting date, of the shares that can be delivered to a maximum of 600% of the grant date value.

~~Independent Compensation Consultant~~. The Compensation Committee retains and works closely with Compensia, an independent national compensation consulting firm, in the design and implementation of its annual executive compensation program. Compensia provides no other services to our company.

~~Board Recommendation~~

Our Board of Directors believes that the information provided above and within the “Executive Compensation” and “Compensation Discussion and Analysis” sections of this proxy statement demonstrates that our executive compensation program is designed appropriately and is working to ensure that management’s interests are aligned with our stockholders’ interests to support long-term value creation.

~~The following resolution is submitted for a stockholder vote at the meeting:~~

~~RESOLVED~~, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, executive compensation tables, and narrative discussion set forth in this proxy statement.

~~Thesay-on-pay~~ ~~vote is advisory, and therefore not binding on our company, our Board of Directors, or our Compensation Committee. Althoughnon-binding,~~ the vote will provide information to our Compensation Committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies, and practices, which our Compensation Committee and our Board of Directors will be able to consider when determining executive compensation for the years to come.


64				~~2017 Proxy Statement~~


		~~PROPOSAL TWO — ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)~~

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” ADOPTION OF THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND THE RELATED TABULAR AND NARRATIVE DISCLOSURE SET FORTH IN THIS PROXY STATEMENT


		~~2017 Proxy Statement~~		65

~~PROPOSAL THREE – ADVISORY VOTE ON DETERMINING THE FREQUENCY OFSAY-ON-PAY(“SAY-ON-FREQUENCY”)~~

~~Background~~

~~The Dodd-Frank Act enables our stockholders to indicate how frequently they believe we should seek an~~ advisory vote on the compensation of our ~~named executive officers. Stockholders have the option of recommending a frequency vote every year, every two years, every three years, or abstaining from making a recommendation.~~

~~Summary~~

~~Our Board of Directors has considered the advantages and disadvantages of the frequency of thesay-on-pay~~ ~~vote. Based on its analysis, our Board of Directors believes that an annual advisory vote on executive compensation would be the most meaningful~~NEOs for our Board of Directors and our Compensation Committee and best serve the interests of our company and its stockholders. Our Board of Directors believes an annual advisory vote will provide the most timely feedback on executive compensation arrangements, plans, programs, and policies as executive compensation disclosures are made annually.

~~Stockholders should recognize, however, it may not be appropriate or feasible to change compensation programs already in place~~ fiscal 2023 (Proposal 2)

SEC rules permit stockholders to ~~make a~~submit proposals for inclusion in our proxy statement if ~~they desire, and will be available to respond to appropriate questions.~~

~~The Audit Committee has considered whether~~ the ~~provision ofnon-audit~~ services by our independent registered public accountant is compatible with maintaining their independence and has determined that Deloitte & Touche LLP’s independence is not compromised by providing such services.

~~The aggregate fees billed to our company by Deloitte & Touche LLP for the fiscal years ended April 30, 2016 and 2017 are as follows:~~

~~Audit services for fiscal 2016 and 2017 consisted of the audit of our consolidated financial statements, the audit of our internal controls in accordance with Section 404 of the Sarbanes-Oxley Act,~~stockholder and the ~~review of our quarterly financial statements.~~

~~The charter of our Audit Committee provides that~~proposal meet the ~~duties and responsibilities of our Audit Committee include thepre-approval~~ of all audits, audit-related, tax, and other services permitted by law or applicable SEC regulations (including fee and cost ranges) to be performed by our independent registered public accountant. Any~~pre-approved~~ ~~services that will involve fees or costs exceedingpre-approved~~ ~~levels will also require specificpre-approval~~ ~~by the Audit Committee. Unless otherwise~~requirements specified ~~by the Audit Committee inpre-approving~~ ~~a service, thepre-approval~~ ~~will be effective for the12-month~~ ~~period followingpre-approval.~~ ~~The Audit Committee will not approve anynon-audit~~ ~~services prohibited by applicable SEC regulations or any services~~ in connection with a transaction initially recommended by the independent registered public accountant, the purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Code and related regulations.

~~To the extent deemed appropriate, the Audit Committee may delegatepre-approval~~ authority to the Chairman of the Audit Committee or any one or more other members of the Audit Committee provided that any member of the Audit Committee who has exercised any such delegation must report any such~~pre-approval~~ ~~decision to the Audit Committee at its next scheduled meeting. The Audit Committee will not delegate thepre-approval~~ ~~of services to be performed by the independent registered public accountant to management.~~

~~Our Audit Committee requires that the independent registered public accountant, in conjunction with our Chief Financial Officer, be responsible for seekingpre-approval~~ ~~for providing~~

~~services to us and that any request forpre-approval~~ ~~must inform the Audit Committee about each service to be provided and must provide detail as to the particular service to be provided.~~

~~All of the services provided by Deloitte & Touche LLP described above~~Rule 14a-8 under the ~~caption “Audit-Related Fees” were approved by our Audit Committee pursuant to our Audit Committee’spre-approval~~ ~~policies.~~

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT OF OUR COMPANY FOR THE FISCAL YEAR ENDING APRIL 30, 2018.

~~Deadline for the Submission of Stockholder Proposals for Inclusion in our Proxy Statement for Our 2018 Annual Meeting~~

~~If any stockholder intends to present a proposal to~~Exchange Act. To be considered for inclusion in ~~our~~next year’s proxy ~~materials for the 2018 Annual Meeting of Stockholders, such~~statement, a stockholder proposal ~~must comply~~submitted in accordance with ~~the requirements of~~ Rule14a-8 ~~of Regulation 14A under the Exchange Act and~~ must be ~~submitted in a writing~~ received by us at our ~~Secretary at American Outdoor Brands Corporation, 2100 Roosevelt Avenue, Springfield, Massachusetts 01104, Attention: Secretary not less~~principal executive offices by no later than ~~120 calendar days before the anniversary of the date of our proxy statement released to stockholders in connection with the 2017 Annual Meeting of Stockholders,~~April 12, 2024, unless the date of the ~~2018~~2024 Annual Meeting ~~of Stockholders has~~shall have been ~~changed~~accelerated or delayed by more than 30 days from September 19, ~~2018,~~2024, in which case the deadline for submission of the stockholder proposal is a reasonable time before we begin to print and ~~send~~disseminate our definitive proxy materials. ~~The proposal and supporting statement may not exceed 500 words.~~

Our Bylaws ~~for Stockholder Nominations and Other Proposals Not Included in Our Proxy Statement for Our 2018 Annual Meeting~~

~~Our bylaws require~~provide that any stockholder ~~desiring~~proposal (including director nominations) that is not submitted for inclusion in next year’s proxy statement under Rule 14a-8, but is instead sought to ~~nominate one or more persons for election~~be presented directly at the 2024 Annual Meeting must be delivered to our Board of Directors or propose other business to be considered at the 2018 Annual Meeting of Stockholders to give timely written notice of the nomination or proposal by delivery to our Secretary at American Outdoor Brands Corporation, 2100 Roosevelt Avenue, Springfield, Massachusetts 01104, Attention: Secretary. To be timely, such notice must be so deliveredprincipal executive offices not later than the close of business on ~~June 21, 2018 (the~~the 90th day ~~prior to the first anniversary of the 2017 Annual Meeting of Stockholders),~~ nor earlier than the close of business on ~~May 22, 2018 (the~~the 120th day prior to the first anniversary of the ~~2017~~2023 Annual Meeting. In each case, the notice must include the information specified in our Bylaws. If the 2024 Annual Meeting ~~of Stockholders), unless the date of our 2018 Annual Meeting of Stockholders~~ is held ~~before August 20, 2018 (more~~more than 30 days before ~~the first anniversary of the 2017 Annual Meeting of Stockholders)~~ or ~~after November 28, 2018 (more~~more than 70 days after the ~~first~~ anniversary date of the ~~2017~~2023 Annual Meeting, ~~of Stockholders), in which case, the~~ notice must be so delivered not earlier than the close of business on the 120th day prior to the ~~2018~~2024 Annual Meeting ~~of Stockholders~~ and not later than the close of business on the later of the 90th day prior to the ~~2018~~2024 Annual Meeting ~~of Stockholders~~ or the ~~10th~~10th day ~~following~~after the ~~day~~date on which a public announcement of the date of the ~~2018~~2024 Annual Meeting ~~of Stockholders~~ is first made by us. ~~These time limits also apply~~Accordingly, to submit any such proposal, stockholders must submit the required notice no earlier than the close of business on May 22, 2024 and no later than the close of business on June 21, 2024, except as described above.

Our Bylaws permit any eligible stockholder, or any group comprised of up to 20 eligible stockholders, who has beneficially owned 3% or more of our outstanding common stock continuously for at least three years to submit director nominations for inclusion in ~~determining whether notice~~our proxy materials. The maximum number of qualified director-nominees that may be submitted for inclusion in our proxy materials pursuant to this bylaw (commonly referred to as “proxy access”) is ~~timely~~the greater of (i) two or (ii) 20% of the total number of directors then serving in office at the deadline for ~~purposes of rules adopted by the SEC relating~~proxy access nominations (rounded down to the ~~exercise of discretionary voting authority.~~

~~In addition~~nearest whole number). Any eligible stockholder desiring to ~~the foregoing requirements,~~nominate a qualified director for our ~~bylaws require a stockholder’s written notice of a nomination of one or more persons for election~~2024 Annual Meeting pursuant to our Board of Directors or the proposal of other business to contain certain information regarding the stockholder giving the notice and the beneficial owner, if any, on whose behalf such notice is given, including, among other things, the name and address and class and number of shares of our stock owned. Our bylaws further require a stockholder’s written notice of a nomination of one or more persons for election to our Board of Directors to contain certain information relating to each nominee and each nominee’s consent to being named in a proxy ~~statement as a nominee and to serve as a member of our Board of Directors if elected. Our bylaws also require a stockholder’s~~access bylaw must give timely written notice of the ~~proposal~~nomination to our principle executive offices. To be timely, the notice must be delivered not later than the close of ~~other~~ business on April 12, 2024, nor earlier than the close of business on March 13, 2024, unless the date of the 2024 Annual Meeting is held earlier than August 20, 2024 or later than November 18, 2024, in which case the notice must be delivered not earlier than the close of business on the 120th day prior to ~~contain certain information regarding~~the 2024 Annual Meeting and not later than the close of business on the later of (i) the 90th day prior to the 2024 Annual Meeting or (ii) the 10th day after the date on which a public announcement of the date of the 2024 Annual Meeting is first made by us. Our Bylaws also provide that a stockholder is not eligible to submit a director nomination pursuant to our proxy access bylaw, and an individual is not qualified to be a director nominee pursuant to our proxy access bylaw, if such ~~business, including, among other things, a brief description~~stockholder or individual, as the case may be, at any time during the three years prior to the date of such notice of nomination or our 2024 Annual Meeting, has initiated, financially sponsored, supported, or otherwise actively participated in any initiative, campaign, or other process seeking to (i) advance an agenda not directly related the enhancement of stockholder value or (ii) restrict, eliminate, or declare unlawful any business or operation of our company or any of our subsidiaries that has generated revenue, positive earnings, and/or net income in fiscal 2023.

Prior to making any submission to us, we encourage our stockholders to carefully review, as applicable, the full text of SEC Rule 14a-8 and the ~~proposed business,~~full text of our Bylaws for additional requirements to nominate a person for election to the ~~reasons~~Board or to submit a proposal for ~~conducting such~~other business at the ~~meeting and~~annual meeting. Proposals should be delivered to our principal executive offices to the ~~material interests in such business~~attention of the ~~stockholder giving the notice and the beneficial owner, if any, on whose behalf such notice is given.~~

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

If you and other stockholders of record with whom you share an address currently receive multiple copies of our proxy statement and annual report and would like to participate in our householding program, please contact Broadridge by calling toll-free at~~800-542-1061,~~ or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Alternatively, if you participate in householding and wish to revoke your consent and receive separate copies of our proxy statement and annual report, please contact Broadridge as described above.

~~A number of brokerage firms have instituted householding. If you hold your shares in street name, please contact your bank, broker or other holder of record to request information about householding.~~

We know of no other matters to be submitted to the meeting. If any other matters properly come before the meeting, it is the intention of the persons named in the proxy to vote the shares they represent as our Board of Directors may recommend.

or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

SWBI2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

~~To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.~~

1. PROPOSAL 1: ELECTION OF DIRECTORS: To elect as directors all of the nominees listed below to serve until our next annual meeting of stockholders and until their successors are elected and qualified:

01) Anita D. Britt 02) Fred M. Diaz 03) John B. Furman 04) Michael F. Golden 05) Barry M. Monheit

Denis G. Suggs For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR the following ~~proposal:~~

~~For~~proposals: 2. PROPOSAL 2: To approve on an advisory basis the compensation of our named executive officers for fiscal 2022 ("say-on-pay"). Against Abstain

For The Board of Directors recommends you vote ~~FOR~~AGAINST the following ~~proposal:~~

2.proposals: 5. PROPOSAL ~~2: To provide~~5: A stockholder proposal (develop a~~non-binding~~ ~~advisory vote~~

4. human rights policy). 6. PROPOSAL 4: To ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending April 30, 2018.

~~for fiscal 2017(“say-on-pay”)~~6: A stockholder proposal (simple majority voting).

and upon such matters which may properly come before the meeting or any adjournment or postponement thereof.

The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned

stockholder(s). If no directions are made, this proxy will be voted FOR all directors, FOR proposals 2, 3, and 4, and ~~1 YEAR on proposal 3.~~AGAINST proposals 5 and 6. If any other matters properly come before the meeting, the ~~person~~persons named in this proxy will vote in their discretion.

For Against Abstain 3. PROPOSAL 3: To approve the Smith & Wesson Brands, Inc. 2022 Incentive Stock Plan. 4. PROPOSAL 4: To ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as our independent registered public accountant for fiscal 2023. Please email address changes ~~and/~~or comments ~~please check this box and write~~

to: investorrelations@smith-wesson.com. NOTE: Please sign exactly as your name or names appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee, or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

September 12, 2022 The undersigned stockholder of ~~AMERICAN OUTDOOR~~SMITH & WESSON BRANDS, ~~CORPORATION,~~INC., a Nevada corporation (the ~~“Company”~~"Company"), hereby acknowledges receipt of

the Notice of Annual Meeting of Stockholders and Proxy Statement of the Company ~~each dated August 7, 2017,~~ and hereby appoints Mark P. ~~James Debney~~Smith and ~~Jeffrey D. Buchanan,~~Deana L. McPherson and each of them, proxies andattorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the ~~2017~~2022 Annual Meeting of Stockholders of the Company, to be held on ~~Tuesday,~~Monday, September ~~19, 2017,~~12, 2022, at ~~11:~~10:00 a.m., Eastern Time, online at www.virtualshareholdermeeting.com/~~AOBC2017~~SWBI2022 and at any adjournment or postponement thereof, and to vote all shares of the ~~Company’s~~Company's Common Stock that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side.

This Proxy will be voted as directed or, if no contrary direction is indicated, will be voted FOR the election of the nominee directors; FOR thesay-on-pay proposal;

~~1 YEAR on~~ FOR approval of the~~say-on-frequency~~ ~~proposal;~~ Smith & Wesson Brands, Inc. 2022 Incentive Stock Plan; FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountant of the ~~Company;~~Company for fiscal 2023; AGAINST two stockholder proposals; and as said proxies deem advisable on such other matters as may come before the meeting.

A majority of such proxies or substitutes as shall be present and shall act at the meeting or any adjournment or postponement thereof (or if only one shall be present and act, then that one) shall have and may exercise all of the powers of said proxies hereunder.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE ~~“FOR”~~"FOR" THE ELECTION OF THE NOMINEE DIRECTORS, ~~“FOR”~~"FOR" THE SAY-ON-PAY PROPOSAL, ~~“1 YEAR” ON~~"FOR" APPROVAL OF THE~~SAY-ON-FREQUENCY~~ ~~PROPOSAL, AND “FOR”~~ SMITH & WESSON BRANDS, INC. 2022 INCENTIVE STOCK PLAN, "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE ~~LLP AS~~LLPAS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT OF THE COMPANY FOR ~~THE~~ FISCAL ~~YEAR ENDING APRIL 30, 2018.~~

2023, AND "AGAINST" TWO STOCKHOLDER PROPOSALS. PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

~~(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)~~


☒				No fee required.
☒		~~No fee required.~~

☐		~~Fee computed on table below per Exchange Act Rules14a-6(i)(1)~~ ~~and0-11.~~

	~~(1)~~		~~Title of each class of securities to which transaction applies:~~
	~~(2)~~		~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~		~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11~~ ~~(set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~		~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~		~~Total fee paid:~~

☐	Fee paid previously with preliminary materials.

☐		~~Check box if any part of the fee is offset as provided~~Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule0-11(a)(2)~~Rules 14a-6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~0-11

	~~(1)~~		~~Amount Previously Paid:~~
	~~(2)~~		~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~		~~Filing Party:~~
	~~(4)~~		~~Date Filed:~~


ITEMS OF BUSINESS
1	Election of directors
2	Advisory vote to approve executive compensation ("say-on-pay")
3	Advisory vote on the frequency of future say-on-pay votes
4	Ratification of appointment of independent registered public accounting firm
5	Advisory vote to call special stockholder meeting
6	Ratification of Nevada exclusive forum provision
7	Stockholder proposals, if properly presented
And such other business as may properly come before the 2023 Annual Meeting or any adjournment or postponement thereof.



MEETING INFORMATION

Time and Date		10:00 a.m., Eastern Time, on Tuesday, September 19, 2023

Location		Online via webcast at www.virtualshareholdermeeting.com/SWBI2023

Record Date		July 28, 2023

MEETING AGENDA


Name	Age	Director Since	Experience	Committee Memberships	Other Public Company Boards
Anita D. Britt *	60	2018	Former CFO of Perry Ellis International, Inc.	AC **, CC, ESG	3
Fred M. Diaz *	57	2021	Former President and CEO of Mitsubishi Motor North America, Inc.	CC, ESG**	3
Michelle J. Lohmeier*	60	2023	Former Strategic Advisor to CEO of Spirit AeroSystems, Inc.	CC, ESG	2
Barry M. Monheit *	76	2004	Former President of Financial Consulting Division of FTI Consulting	CC **, NCG	1
Robert L. Scott *§	77	1999	Former President of a predecessor of Smith & Wesson Brands, Inc.	AC, NCG	0
Mark P. Smith	47	2020	President and CEO of Smith & Wesson Brands, Inc.	-	0
Denis G. Suggs *	57	2021	CEO of LCP Transportation LLC	AC, NCG**	1



		PROPOSAL One – election of directors
		What Am I Voting On? Stockholders are being asked to elect each of the seven director nominees named in this Proxy Statement to hold office until the annual meeting of stockholders in 2024 (the “2024 Annual Meeting”) and until his or her successor is elected and qualified.
		Voting Recommendation:FORthe election of each of the seven director nominees
		Vote Required: A director will be elected if that director nominee receives a majority of the votes cast Broker Discretionary Voting Allowed? No – broker non-votes have no effect Abstentions: No effect

☐
☐	Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))


Proxy Statement Summary	1
Board And Governance Matters	3
Proposal One – Election of Directors	3
Compensation Matters	16
Proposal Two – Advisory Vote on Executive Compensation	16
Proposal Three – Advisory Vote on Frequency of Future Say-on-Pay Votes	17
Compensation Discussion And Analysis	18
Executive Compensation	31
Audit Matters	44
Proposal Four – Ratification Of Appointment Of Independent Registered Public Accountant	44
Management Proposals	46
Proposal Five – Management Proposal (Advisory Vote to Call Special Stockholder Meeting)	46
Proposal Six – Management Proposal (Ratification of Nevada Exclusive Forum Provision)	48
Stockholder Proposals	50
Proposal Seven – Stockholder Proposal (Right to Call A Special Shareholder Meeting)	50
Proposal Eight – Stockholder Proposal (Human Rights Impact Assessment)	52
Other Important Information	57
Beneficial Ownership of Common Stock	57
Annual Report on Form 10-K	58
Delinquent Section 16(a) Reports	58
Frequently Asked Questions Regarding the 2023 Annual Meeting and Voting	58


Proposals		Board Recommendation	Page

1.	Election of Seven Directors	FOR each nominee	3
2.	Advisory Vote to Approve Executive Compensation	FOR	16
3.	Advisory Vote on Frequency of Future Say-on-Pay Votes	ONE YEAR	17
4.	Ratification of Appointment of Deloitte & Touche, LLP	FOR	44
5.	Management Proposal - Advisory Vote to Call Special Stockholder Meeting	FOR	46
6.	Management Proposal - Ratification of Nevada Exclusive Forum Provision	FOR	48
7.	Stockholder Proposal - Right to Call Special Shareholder Meeting	AGAINST	50
8.	Stockholder Proposal - Human Rights Impact Assessment	AGAINST	52



	Independent Oversight			Accountability
	• 6 of 7 director nominees are independent • Non-Executive Chairman • All independent committees • Demonstrated commitment to Board refreshment – over 70% of the Board has joined since 2018			• Majority voting in uncontested elections • Annual election of directors • Annual advisory say-on-pay vote • Robust over-boarding policy • Proxy access right


Skill/Experience	Description	# of Director Nominees
Executive	Experience serving as a CEO or a senior executive provides a practical understanding of a complex business like ours.	7 of 7
Public Company Board	Service on other public company boards facilitates an understanding of corporate governance practices and trends, and insights into board management.	5 of 7
Regulated Industry / Government	Experience with regulated industries and government provides insight and perspective in working constructively and proactively with government agencies.	4 of 7
Sales and Marketing	Experience in sales, brand management, marketing, and marketing strategy provides a perspective on how to better market our products.	3 of 7
Risk Management	Given the importance of the Board’s role in risk oversight, we seek directors who can help identify, manage, and mitigate key risks.	6 of 7
Financial	Understanding financial reporting and accounting processes enables monitoring and assessment of operating and strategic performance and facilitates accurate financial reporting and robust controls.	4 of 7
Manufacturing	Functional experience in a senior operating position with a manufacturing company can help us drive operating performance.	6 of 7
Environmental, Social, and Governance	Experience with ESG matters, including sustainability, human capital management and corporate ethics, enables management of ESG risks and opportunities.	3 of 7


ANITA D. BRITT
Age:60 Director since:2018 Independent Board committees: • Audit • Compensation • ESG Other public company boards: • Delta Apparel, Inc. • urban-gro, Inc. • VSE Corporation Other public company boards within five years: • None	Background: Ms. Britt served as CFO of Perry Ellis International, Inc. from 2009 to 2017 and held senior financial leadership positions at Jones Apparel Group, Inc. (1993 to 2006) and Urban Brands, Inc. (2006 to 2009). Ms. Britt is a CPA and a member of the American Institute of Certified Public Accountants. She is also a Board Leadership Fellow, as designated by the National Association of Corporate Directors. Ms. Britt holds a Carnegie Mellon Cybersecurity Oversight Certification and a Harvard Kennedy School Executive Education Certificate in Cybersecurity: The Intersection of Policy and Technology.
	Key Qualifications and Skills Include: Financial. Extensive corporate finance, investor relations, and capital markets experience gained through service as a public company CFO and other senior financial roles; certified public accountant Public Company Board. Service on three other boards (see related caption) Risk Management. Certified public accountant; former public company CFO; holds multiple cybersecurity certifications (see above)


DENIS G. SUGGS
Age:57 Director since:2021 Independent Board committees: • Audit • NCG Other public company boards: • Patrick Industries Other public company boards within five years: • None	Background: Mr. Suggs has served as CEO of LCP Transportation LLC, a non-emergency medical transportation provider, since 2020. From 2014 to 2020, he served as President and CEO of Strategic Materials, Inc., a provider of environmental services. Mr. Suggs previously served in executive capacities with Belden, Inc., Danaher Corporation, and Public Storage Inc.
	Key Qualifications and Skills Include: ESG. Experience as President and CEO of Strategic Materials, a leading glass and plastics recycler, as well as through service on board of directors of Glass Packaging Institute, which focuses on sustainability issues Manufacturing. Extensive operations experience gained through service as executive of Belden and Danaher Regulated Industry/Government. Experience as CEO of LCP Transportation, which operates in a heavily regulated industry, as well as leading organizations that serve highly regulated sectors, such as aerospace and defense


Chairman	$	62,500
Vice Chairman	$	23,000	(1)
Chair, Audit Committee	$	25,000
Chair, Compensation Committee	$	25,000
Chair, NCG Committee	$	25,000
Chair, ESG Committee	$	25,000
Non-Chair Audit Committee Members	$	8,000
Non-Chair Compensation Committee Members	$	5,000
Non-Chair NCG Committee Members	$	5,000
Non-Chair ESG Committee Members	$	5,000



	Fees Earned
	or Paid in		Stock		All Other
Name (1)	Cash		Awards (2)		Compensation			Total
Anita D. Britt	$	105,000	$	100,000	$	2,352	(4)	$	207,352
Fred M. Diaz	$	77,211	$	100,000	$	2,513	(4)	$	179,724
John B. Furman (3)	$	96,333	$	100,000	$	—		$	196,333
Michael F. Golden (3)	$	118,000	$	100,000	$	337	(5)	$	218,337
Barry M. Monheit	$	100,000	$	100,000	$	1,525	(6)	$	201,525
Robert L. Scott	$	145,500	$	100,000	$	29,867	(6)	$	275,367
Mark P. Smith	$	—	$	—	$	—		$	—
Denis G. Suggs	$	94,667	$	100,000	$	—		$	194,667

☐
☐	Soliciting Material Pursuant to §240.14a-12


~~PROPOSAL ONE — ELECTION OF DIRECTORS~~		5

~~CORPORATE GOVERNANCE~~		10

~~COMPENSATION DISCUSSION AND ANALYSIS~~		16

~~COMPENSATION COMMITTEE REPORT~~		32

~~EXECUTIVE COMPENSATION~~		33

~~DIRECTOR COMPENSATION~~		55

~~EQUITY COMPENSATION PLAN INFORMATION~~		57

~~REPORT OF THE AUDIT COMMITTEE~~		58

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~		59

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~		60

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~		62

PROPOSAL TWO —– ADVISORY VOTE ON EXECUTIVE COMPENSATION~~(“SAY-ON-PAY”)~~		63

	What Am I Voting On? The Board is asking our stockholders to approve, on an advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement Voting Recommendation:FORthe proposal Vote Required: The affirmative vote of a majority of the votes cast is required to approve the proposal Broker Discretionary Voting Allowed? No – broker non-votes have no effect Abstentions: No effect


		PROPOSAL THREE —– ADVISORY VOTE ON ~~DETERMINING THE~~ FREQUENCY OF FUTURE SAY-ON-PAY~~(“SAY-ON-FREQUENCY”)~~ VOTES			66

		What Am I Voting On? The Board is asking our stockholders to approve, on an advisory basis, the frequency of future advisory votes on executive compensation
		Voting Recommendation:FORthe option of every “1 year”

		Vote Required: The option of every “1 year,” “2 years,” or “3 years” that receives the highest number of affirmative votes by those shares present in person or represented by proxy and entitled to vote Broker Discretionary Voting Allowed? No – broker non-votes have no effect Abstentions: No effect


Name	Title
Mark P. Smith	President and CEO
Deana L. McPherson	Executive Vice President, CFO, Treasurer, and Assistant Secretary
Kevin A. Maxwell	Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary
Susan J. Cupero	Vice President, Sales


Risk Mitigation				Program Features

• Clawback policy • Stock ownership guidelines • Derivatives trading and hedging policy • Annual review of compensation plans and policies includes risk assessment				• Annual say-on-pay advisory vote • Independent compensation consultant • "Double trigger" vesting acceleration in the event of a change-in-control • No tax gross ups in connection with severance or change-in control payments


Fiscal 2023 Peer Group
Ethan Allen Interiors, Inc.	Movado Group, Inc.
Go Pro, Inc.	OneWater Marine Inc.
Haverty Furniture Companies, Inc.	Quanex Building Products Corp.
Hooker Furniture Corporation	Standard Motor Products
iRobot Corporation	Standex International Corporation
Johnson Outdoors Inc.	Stoneridge, Inc.
Lifetime Brands, Inc.	Sturm, Ruger & Company, Inc.
Malibu Boats, Inc.	Universal Electronics Inc.
MarineMax, Inc.	Vista Outdoor Inc.
MasterCraft Boat Holdings, Inc.	Wolverine World Wide, Inc.
Motorcar Parts of America, Inc.


Factors	Base Salary	Annual Performance -Based Cash Incentive	PSUs	RSUs
Form of Compensation	Cash		Equity
Form of Compensation	Fixed	Performance-Based	Performance-Based	Time-Based
Performance Timing	Short-Term Emphasis		Long-Term Emphasis
Measurement Period	Annual and Ongoing	1 year	Vests at end of 3-year period	Vests 25% each year over 4-year period
Key Performance Metrics Applicable	—	Net Sales; Adjusted EBITDAS	Relative TSR	Stock Price
Determination of Performance-Based Payouts	—	Formulaic	Formulaic	—


Name and Position	Annualized Fiscal 2022 Base Salary			Annualized Fiscal 2023 Base Salary			Percentage Change
Mark P. Smith	$	700,000	$		721,000	(1)	3.0%
Deana L. McPherson	$	400,000	$		412,000	(1)	3.0%
Kevin A. Maxwell	$	340,000	$		350,000	(1)	2.9%
Susan J. Cupero	$	300,000	$		309,000	(1)	3.0%


Performance Metrics		Target Performance (in 000's)		Potential Maximum Payout of Target Bonus			Performance Required to Earn Maximum Payout (as a % of Target Performance)
Net Sales	$		864,126		200.0	%		115.0	%
Adjusted EBITDAS	$		300,864		200.0	%		115.0	%


Name	Annual Fiscal 2023 Base Salary		Target Bonus Percentage		Annualized Target Cash Bonus Opportunity		Actual Bonus paid for Fiscal 2023 (as a % of Target Bonus Opportunity	Actual Bonus Paid for Fiscal 2023
Mark P. Smith	$	721,000	100%	$		721,000	0.0%	$	—
Deana L. McPherson	$	412,000	75%	$		309,000	0.0%	$	—
Kevin A. Maxwell	$	350,000	65%	$		227,500	0.0%	$	—
Susan J. Cupero	$	309,000	65%	$		200,850	0.0%	$	—


Name	RSUs		PSUs at Threshold		PSUs at Target		PSUs at Maximum
Mark P. Smith		41,834		23,845		62,750		125,500
Deana L. McPherson		12,894		7,349		19,340		38,680
Kevin A. Maxwell		8,883		5,062		13,323		26,646
Susan J. Cupero		8,883		5,062		13,323		26,646


Position	Target Ownership
Non-Employee Directors	3x cash retainer or 21,000 shares or share equivalents
CEO	3x base salary or 161,000 shares or share equivalents
CFO	2x base salary or 34,000 shares or share equivalents
Other Executive Officers	2x base salary or 26,000 shares or share equivalents


Name and Principal Position	Year	Salary		Bonus (1)		Stock Awards (2)		Non-Equity Incentive Plan Compensation (3)		All Other Compensation (4)		Total (5)
Mark P. Smith	2023	$	721,000	$	—	$	1,502,872	$	—	$	81,849	$	2,305,721
President and Chief	2022	$	700,000	$	—	$	1,371,850		648,895	$	101,153	$	2,821,898
Executive Officer	2021	$	519,231	$	—	$	1,068,599		1,000,000	$	117,110	$	2,704,939

Deana L. McPherson	2023	$	412,000	$	—	$	463,202	$	—	$	60,501	$	935,703
Executive Vice President,	2022	$	400,000	$	—	$	422,095	$	259,558	$	65,880	$	1,147,533
Chief Financial Officer, Treasurer, and Assistant Secretary	2021	$	379,038	$	25,000	$	173,500	$	474,500	$	66,976	$	1,119,014

Kevin A. Maxwell (6)	2023	$	350,000	$	—	$	319,100	$	—	$	16,167	$	685,267
Senior Vice President,	2022	$	163,462	$	50,000	$	349,994	$	97,662	$	7,362	$	668,480
General Counsel, Chief
Compliance Officer, and
Secretary

Susan J. Cupero	2023	$	309,000	$	—	$	319,100	$	—	$	46,352	$	674,452
Vice President, Sales	2022	$	299,519	$	—	$	290,190	$	180,764	$	62,575	$	833,048
	2021	$	285,577	$	—	$	451,250	$	357,500	$	61,073	$	1,155,400


Name	Stock Awards Maximum Value of PSUs
Mark P. Smith	$	1,818,495
Deana L. McPherson	$	560,473
Kevin A. Maxwell	$	386,101
Susan J. Cupero	$	386,101


Name	Car Allowance		Reimbursement for Insurance Premiums (4a)		Matching Contributions to Defined Contribution Plan		Payments Under Profit Sharing Plan (4b)		Relocation Payments		Other			Total (5)
Mark P. Smith	$	18,000	$	11,042	$	8,911	$	27,450	$	—	$	16,447	(4c)	$	81,849
Deana L. McPherson	$	12,000	$	4,198	$	9,275	$	27,450	$	7,543	$	35	(4d)	$	60,501
Kevin A. Maxwell	$	10,800	$	78	$	5,250	$	—	$	—	$	39	(4d)	$	16,167
Susan J. Cupero	$	9,000	$	623	$	9,244	$	27,450	$	—	$	35	(4d)	$	46,352


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock		All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		or Units (#)(3)		Options (#)		Awards ($/Sh)		Awards (4)
Mark P. Smith	5/2/2022	$	—	$	—	$	—		—		—		—		41,834		—	$	—	$	593,624
	5/2/2022	$	—	$	—	$	—		23,845		62,750		125,500		—		—	$	—	$	909,248

Deana L. McPherson	5/2/2022	$	—	$	—	$	—		—		—		—		12,894		—	$	—	$	182,966
	5/2/2022	$	—	$	—	$	—		7,349		19,340		38,680		—		—	$	—	$	280,237

Kevin A. Maxwell	5/2/2022	$	—	$	—	$	—		—		—		—		8,883		—	$	—	$	126,050
	5/2/2022	$	—	$	—	$	—		5,063		13,323		26,646		—		—	$	—	$	193,050

Susan J. Cupero	5/2/2022	$	—	$	—	$	—		—		—		—		8,883		—	$	—	$	126,050
	5/2/2022	$	—	$	—	$	—		5,063		13,323		26,646		—		—	$	—	$	193,050


	Stock Awards
				Market			Equity Incentive			Equity Incentive
		Number		Value of			Plan Awards:			Plan Awards:
		of		Shares or			Number of			Market or
		Shares or		Units of			Unearned			Payout Value
		Units of		Stock			Shares, Units			of Unearned
	Stock	Stock		That Have			or Other			Shares, Units or
	Award	That Have		Not			Rights That			Other Rights
	Grant	Not		Vested			Have Not			That Have
Name	Date (1)	Vested		(2)			Vested (3)			Not Vested (2)
Mark P. Smith	4/30/2019		3,250		$	39,065
	4/6/2020		22,436		$	269,681		89,742	(4)		$	1,078,699
	8/25/2020		14,476		$	174,002		57,902	(4)		$	695,982
	5/3/2021		20,889		$	251,086		83,556			$	1,004,343
	5/2/2022		41,834		$	502,845		125,500			$	1,508,510
Deana L. McPherson	6/15/2019		1,146		$	13,775
	4/6/2020		8,012		$	96,304		32,050	(4)		$	385,241
	5/3/2021		6,427		$	77,253		25,708			$	309,010
	5/2/2022		12,894		$	154,986		38,680			$	464,934
Kevin A. Maxwell	11/8/2021		12,180		$	146,404
	5/2/2022		8,883		$	106,774		26,646			$	320,285
Susan J. Cupero	6/15/2019		576		$	6,924
	3/15/2020		1,562		$	18,775
	8/24/2020		475		$	5,710
	9/9/2020		3,678		$	44,210		14,714	(4)		$	176,862
	5/3/2021		4,419		$	53,116		17,674			$	212,441
	5/2/2022		8,883		$	106,774		26,646			$	320,285


	Stock Awards
	Number of Shares		Value
Name	Acquired on Vesting (1)		Realized on Vesting (2)
Mark P. Smith		60,719	$	847,553
Deana L. McPherson		8,442	$	119,307
Kevin A. Maxwell		4,061	$	46,905
Susan J. Cupero		6,628	$	85,877


Plan Category	(a) Number of Securities to be Issued Upon Delivery of Shares for Restricted Stock Units		(b) Number of Securities to be Issued Upon Exercise of Outstanding Options		(c) Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (1)		(d) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(2)
Equity Compensation Plans Approved by Stockholders		901,959		—	$	—		8,135,564
Equity Compensation Plans Not Approved by Stockholders		—		—	$	—		—
Total		901,959		—	$	—		8,135,564


Name	Aggregate Balance at Beginning FY		Registrant Contributions in Last FY		Employee Contributions in Last FY		Aggregate Earnings in last FY		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last FYE (1)
Mark P. Smith	$	38,252	$	13,950	$	—	$	1,176	$	—	$	53,377
Deana L. McPherson	$	321,064	$	11,427	$	38,934	$	8,869	$	—	$	380,294
Kevin A. Maxwell	$	—	$	—	$	—	$	—	$	—	$	—
Susan J. Cupero	$	3,646	$	3,017	$	—	$	75	$	—	$	6,738


Name	Executive Benefits and Payments Upon Separation	Termination Not for Cause, or for Good Reason - No Change of Control			Termination Not for Cause, or Upon Resignation - Change of Control			Voluntary Termination		Death		Disability
Mark P. Smith	Compensation:
	Cash severance	$	1,081,500	(1)	$	2,054,843	(2)	$	—	$	—	$	—
	Bonus (3)	$	—		$	—		$	—	$	—	$	—
	Equity Awards	$	1,236,678	(4)	$	1,236,678	(5)	$	—	$	—	$	—
	Benefits and Perquisites:
	Health and welfare benefits (6)	$	43,025		$	43,025		$	—	$	—	$	—
	Other (7)	$	27,000		$	27,000		$	—	$	—	$	—

Deana McPherson	Compensation:
	Cash severance	$	206,000	(8)	$	671,558	(9)	$	—	$	—	$	—
	Bonus (3)	$	—		$	—		$	—	$	—	$	—
	Equity Awards	$	—		$	342,318	(5)	$	—	$	—	$	—
	Benefits and Perquisites:
	Health and welfare benefits (6)	$	10,104		$	20,208		$	—	$	—	$	—
	Other	$	—		$	—		$	—	$	—	$	—

Kevin A. Maxwell	Compensation:
	Cash severance	$	175,000	(8)	$	447,662	(9)	$	—	$	—	$	—
	Bonus (3)	$	—		$	—		$	—	$	—	$	—
	Equity Awards	$	—		$	253,177	(5)	$	—	$	—	$	—
	Benefits and Perquisites:
	Health and welfare benefits (6)	$	14,014		$	28,027		$	—	$	—	$	—
	Other	$	—		$	—		$	—	$	—	$	—

Susan J. Cupero	Compensation:
	Cash severance	$	154,500	(8)	$	489,764	(9)	$	—	$	—	$	—
	Bonus (3)	$	—		$	—		$	—	$	—	$	—
	Equity Awards	$	—		$	235,508	(5)	$	—	$	—	$	—
	Benefits and Perquisites:
	Health and welfare benefits (6)	$	10,316		$	20,632		$	—	$	—	$	—
	Other	$	—		$	—		$	—	$	—	$	—

AUDIT COMMITTEE

COMPENSATION COMMITTEE

• Oversees our financial and reporting processes and the audit of our financial statements
• Assists the Board with respect to:
- the oversight and integrity of our financial statements
- our compliance with legal and regulatory matters
- our policies and practices related to information security, including cybersecurity
- the independent registered public accountant’s qualification and independence
- the performance of the independent registered public accountant
• Meets separately on a regular basis with representatives of our independent registered public accountant and our internal audit function

• Considers the risk that our compensation policies and practices may have in attracting, retaining, and motivating valued employees
• Endeavors to ensure that it is not reasonably likely that our compensation plans and policies would have a material adverse effect on us
NCG COMMITTEE
• Oversees governance-related risk, such as board independence, conflicts of interest, and management and succession planning
ESG COMMITTEE
• Reviews emerging risks associated with ESG matters