Exhibit 19.1
SMITH & WESSON BRANDS, INC.
POLICY ON INSIDE INFORMATION AND INSIDER TRADING
In the course of your relationship with Smith & Wesson Brands, Inc. (the “Company”) or one or more of its subsidiaries, you may have access to information about the Company that is not generally available to the public. A principal purpose of the federal securities laws is to prohibit so-called “insider trading”, which occurs when a person uses material non-public information (“inside information”) about a company to make decisions to buy, sell, or otherwise trade the company’s securities (including common stock, debt securities, and stock options) or to provide that information (“tip”) to others outside the company. Section 7 discusses the terms “material,” “non-public,” and “inside information”.
Because of your relationship with the Company, you have certain responsibilities under the federal securities laws with respect to inside information. The purpose of this Policy on Inside Information and Insider Trading (the “Policy”) is to describe the Company’s policies regarding the protection of material non-public information and trading and tipping, as well as the expected standards of conduct each member of the Board of Directors of the Company (a “Director” and, collectively, the “Board”), each person required to file reports under Section 16 (a “Section 16 Officer”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regardless of whether that person has been classified by the Board as an executive officer, and each employee of the Company with respect to these sensitive matters. You should read this Policy carefully and comply with this Policy at all times.
This Policy applies to every Director and Section 16 Officer of the Company, to every employee of the Company, and to any family members who reside in the household of any such person. Therefore, all references to “you” in this Policy mean you, as well as any family members. Family member means any family member who resides in your household and any family member who does not reside in your household but whose transactions in securities of the Company are directed by you or are subject to your influence or control (e.g., parents or adult children who can be expected to consult with you before they trade in securities of the Company).
Section 3 prohibits trading in certain circumstances and applies to all Directors, Section 16 Officers, and employees. Section 4 imposes special additional restrictions and applies to Directors, Section 16 Officers, and “restricted employees,” which includes the personnel listed on Exhibit A.
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The Nominations and Corporate Governance Committee may recommend, and the Board may approve, others as Section 16 Officers or make other changes in the classification of individuals as Section 16 Officers, in each case upon written notice to them. The Company’s General Counsel (the “GC”) will maintain a list of all Section 16 Officers. The Company’s Human Resources Department will maintain a list of all restricted employees, which will be reviewed quarterly with the Company’s Chief Financial Officer (the “CFO”) and may be updated from time to time after consultation with the Company’s CFO.
The term “non-restricted employees” includes all employees other than Section 16 Officers and restricted employees.
This Section 3 applies to all Directors, Section 16 Officers, and employees of the Company as well as any family members, unless otherwise stated herein.
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Except as specifically set forth below, this Section 4 applies to all Directors, Section 16 Officers, and restricted employees.
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Contact the Company’s CFO if you have questions.
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See also:
INVESTOR-001A Pre-Clearance Form for Rule 10b5-1 Trading Plans – Restricted Employees, and Section 16 Officers other than Outside Directors
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Please sign, date, and return the attached Certification stating that you received the Company’s Policy on Inside Information and Insider Trading regarding insider trading and the preservation of the confidentiality of material non-public information and related procedures, and that you agree to comply with it. The Company will deem you to be bound by this Policy whether or not you sign the Certification.
CERTIFICATION
I hereby certify as follows:
a. I have read and understand this Policy on Inside Information and Insider Trading, a copy of which was distributed with this Certificate;
b. I have complied with the policy;
c. I will continue to comply with the policy;
d. I will either (i) make an Immediate Trade during an open window as described in Section 4.5 or (ii) request prior clearance of all Rule 10b5-1 Trading Plans and all proposed sales or acquisitions of securities of the Company, except for an Immediate Trade; and
e. I will report all transactions in securities of the Company in writing to the Company’s CFO.
Signature:
Name:
(Please print)
Department or Title:
Employee #:
Date:
NOTE: Certifications “d” and “e” above relate only to Directors, Section 16 Officers, and restricted employees. They do not relate to non-restricted employees.
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