Beretta Holding S.A., the largest shareholder of Sturm, Ruger & Company with a 9.95 percent stake, has nominated four independent director candidates for election to Ruger’s board at its 2026 annual meeting.
The move comes as Ruger last October adopted a one-year shareholder rights plan after Luxembourg-based Beretta acquired its stake and was looking to discuss “potential areas of operational and strategic collaborations” with Ruger. On February 23, Ruger appointed three independent directors to its Board, stating that this was part of a “board refreshment initiative that began several years ago as part of the Board’s ongoing governance review and succession planning efforts.”
In a statement, Beretta criticized Ruger’s recent board changes as “inadequate” and said the moves fail to address what it called “sustained shareholder value destruction.” Beretta stated that Ruger’s net income has declined by more than 90 percent from its peak and reached its lowest level in a decade.
Beretta said Ruger’s shares have underperformed Smith & Wesson Brands by 57.1 percent and the Russell 2000 brand by 81.5 percent over the past three years. The company noted that incumbent directors collectively own roughly 1.0 percent of Ruger shares despite 65 years of combined service.
“After careful consideration, we now believe the only remaining path forward for shareholders is to seek meaningful boardroom change at the upcoming Annual Meeting,” Beretta Holding stated in its announcement.
Beretta, which traces its origins to 1526, operates through more than 50 subsidiaries and over 20 brands in defense, law enforcement, hunting, and shooting sports markets. The company said it intends to file a preliminary proxy statement with the Securities and Exchange Commission to solicit votes for its director nominees.
The four nominees are
- Michael Christodolou, Manager, Inwood Capital Management, and board member at Lindsay Corporation and Netstreit
- William F. Detwiler, Co-founder and Managing Partner of Fernbrook Capital Management
- Mark W. DeYoung, former Chairman and CEO of Vista Outdoor, Inc.
- Fredrick DiSanto, Chairman and CEO of Ancora Holdings Group
Any vote would likely take place at Ruger’s annual general meeting scheduled for May 29. Hartford, CT-based Ruger’s fourth-quarter results are scheduled to be reported on March 2.
Beretta’s full statement follows:
***
“Beretta Holding is the largest shareholder of Ruger and one of the most experienced operators in the global firearms industry. For more than five centuries, we have navigated demand cycles, regulatory changes and technological disruption while building durable, profitable businesses grounded in disciplined leadership, continuous innovation, high-quality products and modern manufacturing – all underpinned by a governance culture grounded in accountability and long-term stewardship. We invested in Ruger because we believe in the strength of its storied American brand, meaningful assets and deeply loyal customer base. We did not invest to be adversarial. From the outset, our goal has been collaborative engagement focused on how we can partner with Ruger to improve performance and deliver sustainable long-term value for all shareholders, employees and customers. We have also been clear about our desire to increase our ownership stake to further align on paths to value creation that benefit all shareholders.
“Ruger recently announced a board refresh as a fait accompli. As Ruger’s largest shareholder, we would have expected to have had meaningful dialogue with Ruger prior to such announcement. We are concerned that the newly appointed directors not only lack any public company experience, but also lack the necessary capital markets and capital allocation expertise to address the underlying causes of Ruger’s sustained underperformance. In our view, this so-called refreshment is largely cosmetic and is structured to protect the interests of incumbent directors. As a result, it falls short of delivering the substantive change needed to strengthen accountability and drive long-term shareholder value.
“Despite having lengthy tenures, the remaining incumbent directors collectively have de minimis shareholdings in the company – approximately 1.0 percent ownership over their 65+ years of collective service – leading us to question whether they are more interested in defending their gratuitous all-cash retainers than in creating value for shareholders.1 Rather than demonstrating meaningful alignment with shareholders, insiders have, in the aggregate, been net sellers of Ruger stock, raising serious questions about whether the Board’s incentives are aligned with long-term value creation.2
“The consequences of these issues are tangible. Despite operating in the same macroeconomic and regulatory envi percentronment as its peers – and during one of the most favorable demand environments in the company’s history – Ruger has consistently lagged the firearms industry, delivered negative long-term shareholder returns and experienced sustained earnings and margin compression. Notably, net income has declined by more than 90 percent from its peak and now sits at its lowest level in a decade, reflecting a failure to translate opportunity into durable value creation. Ruger’s shares have also severely underperformed peers and relevant benchmarks over the past decade. In fact, the company has lagged its closest public competitor, Smith & Wesson Brands, Inc., by -57.1 percent and the Russell 2000 by -81.5 percent over the last three years.3
“After careful consideration, we now believe the only remaining path forward for shareholders is to seek meaningful boardroom change at the upcoming Annual Meeting. That is why we have made the decision to nominate four highly qualified, independent director candidates for election to the Board.
“For too long, Ruger’s Board has prioritized its own interests and self-preservation over accountability to the company’s owners, the shareholders. The Board has a fiduciary duty to prioritize shareholder interests, yet the current Board’s actions have too often insulated incumbents. We believe shareholder-appointed directors are absolutely necessary to restore proper alignment, strengthen oversight and ensure that Ruger is operated with a singular focus on maximizing long-term value for shareholders, employees and customers. Our nominees bring deep capital allocation, operating, industry and corporate governance expertise and are prepared to step into the boardroom to introduce the disciplined oversight and fresh perspectives necessary to reverse value destruction and rebuild investor confidence.”
Image courtesy Beretta
