Smith and Wesson Virtual Event

Smith & Wesson just held a 15-minute virtual event. It was to showcase the company and to introduce their new M&P 9 Shield Plus. With the extended magazine, it will hold 13 +1 rounds. There is also a Performance Center version which features fiber optic sights, has cuts for red dot optics, and has lightening cuts in the slide.

I haven’t seen it side by side with the Sig P-365 or the Springfield Hellcat but it is obvious that is what they are targeting with this new introduction.

The 15-minute video of the event is below. I thought it was well done. It told the history of the company, how they dealt with both the pandemic and the increased demand for firearms, how they are working to train new shooters, and then ends with the introduction of the new pistol. You will need to scroll to almost the end before the actual event starts.

Smith & Wesson Sues NJ Attorney General

Smith & Wesson filed suit against New Jersey Attorney General Gurbir Grewal yesterday. The suit is brought in US District Court for the District of New Jersey. It was brought in response to a fishing subpoena issued by Grewal’s office “seeking evidence of consumer fraud related to advertising.”

Smith & Wesson accuses Grewal of trying to suppress free speech.

Following in the abusive footsteps of these repressive regimes, the New Jersey Attorney General has taken a series of actions to suppress Smith & Wesson’s speech, and with the intention of damaging Smith & Wesson both financially and reputationally. The most recent such action is the issuance of an administrative subpoena (the “Subpoena”) on October 13, 2020 that allegedly seeks evidence of consumer fraud relating to advertising – but in reality, it seeks to suppress and punish lawful speech regarding gun ownership in order to advance an anti-Second Amendment agenda that the Attorney General publicly committed to pursue.

The lawsuit goes on to accuse Grewal of conspiring with “anti-Second Amendment Activists” such as Brady, Everytown, and Giffords to use the power of the courts and prosecutors to “name and shame” firearms companies such as Smith & Wesson. It mentions the proxy proposals brought by the Interfaith Center on Corporate Responsibility that would have hamstrung Smith & Wesson.

The complaint then goes on to accuse Grewal of working directly with FACT (Firearms Accountability Counsel Task Force) which is a tool of the “anti-Second Amendment Activists” to circumvent the legislative process:

It is against this backdrop of coordinating with anti-Second Amendment Activists to search for new theories to litigate the firearms industry out of existence, that the Attorney General issued his Subpoena against Smith & Wesson here. To this end, in addition to publicly partnering with anti-Second Amendment Activists, the Attorney General has also hired FACT
counsel, Paul, Weiss, Rifkind, Wharton & Garrison, LLP as his own counsel specifically to pursue firearms manufacturers, further solidifying the anti-gun agenda as his own.

The Attorney General’s actions surrounding the issuance of the Subpoena and initiating the related investigation are forcing Smith & Wesson to expend substantial financial resources, and are threatening to cause irreparable damage with key stakeholders and necessary business partners, and create reputational harm.

The Attorney General’s campaign to silence, intimidate, and deter Smith & Wesson and other Second Amendment advocates, gun manufacturers, and gun owners from exercising their constitutional rights, his consignment of the State’s prosecutorial authority to nongovernmental partisans, and the targeting of protected, disfavored speech, violate numerous provisions of the U.S. Constitution, including the First, Second, Fourth, Fifth, and Fourteenth Amendments.

By circumventing the legislature and the courts and, where possible, invading the board room, the anti-Second Amendment Activists disguise their true motives and avoid exposing their agenda to the robust political debate surrounding firearms in the United States. Their allies then use the issues that they create, to falsely foster with shareholders, business partners and other stakeholders a perception of unmitigated risk. Through these coordinated activities, in which the Attorney General and State of New Jersey now are complicit, the activists have denied and continue to deny Smith & Wesson any meaningful access to the only fora that can stop these illegal actions and protect Smith & Wesson’s rights.

Smith & Wesson lists 11 counts of violations. Among these are violations of the First and Fourteenth Amendment through unlawful viewpoint discrimination, restriction of political speech, and restriction of protected commercial speech. It also alleges violations of the Second and Fourteenth Amendment rights of both the company and its consumers. Finally, it says the company is protected the Protection of Lawful Commerce in Arms Act as well as the Dormant Commerce Clause meaning this is a matter for Federal courts and that state officials like Grewal are encroaching in Federal matters.

The lawsuit seeks both injunctive and declaratory relief as well as attorney fees along with anything else the court might deem “just and proper”.

The attorneys representing Smith & Wesson are all partners in the international law firm of DLA Piper. In one of those delicious bits of irony, this is the same firm where Douglas Emhoff, spouse of presumed VP-elect Kamala Harris, is a partner. Indeed, when you open up the list of the firm’s attorneys by “relevance”, he is the first one listed.

Safety Recall On Certain S&W M&P Shield EZ Pistols

Smith & Wesson has issued a safety recall on certain M&P Shield EZ pistols manufactured between March 1, 2020 and October 31, 2020. They have found cracked hammers on two of these pistols which will let them potentially have multiple discharges. The hammers were manufactured by an outside supplier for Smith & Wesson.

Smith & Wesson has identified two M&P Shield EZ Pistols on which the hammers manufactured by our supplier were cracked.  In those firearms, the hammer failed to fully engage the sear, causing the round to fire, cycling the slide, and potentially resulting in multiple discharges without depressing the trigger.  This issue can occur in the following two scenarios:

1. With a loaded magazine in the firearm and the grip safety depressed, releasing the slide (by pulling it back, or releasing the slide stop), may ignite the round as the slide closes, without engaging the trigger.  The condition may occur, regardless of the manual thumb safety position if equipped.  This may also result in multiple discharges.

2. With a loaded magazine in the firearm, the grip safety depressed, manual safety in the fire position, slide closed, and a round in the chamber, pulling the trigger will cause the round to fire normally, however as the slide cycles, the next round may be ignited as it is chambered by the hammer failing to fully engage the sear, causing multiple discharges.

In all cases, the firearm will NOT fire unless the grip safety is depressed.  While this condition has been found only in two hammers, and our investigation suggests that these two incidents are very isolated, any unintended discharge of a firearm has the potential to cause injury.  Therefore, we have established this Safety Recall as a precautionary measure to ensure that all M&P Shield EZ Pistols in service meet our design specifications. 

Stop using your M&P® Shield™ EZ pistol until you determine whether it is included in this safety recall, and if so, until it has been inspected and repaired by Smith & Wesson, if necessary.


This notice applies ONLY to M&P® Shield™ EZ pistols (including Performance Center® models) manufactured between March 1, 2020 and October 31, 2020, and only to a small percentage of that population. It does NOT apply to all SHIELD™ pistols.  To determine whether your M&P Shield EZ Pistol is affected, check the label on the box to determine date of manufacture (see image below), and if manufacture date is between March 1, 2020 and October 31, 2020 – your pistol may be affected. In this case (or if you are unsure of your date of manufacture), simply go to and input your serial number, or call 888-871-7114 .

Smith & Wesson has set up a special website where you can check your serial number to see if it is one of the impacted pistols. This recall applies to both 9mm and .380 Shield EZ pistols

You can go to the website here.

Debney Out at AOBC/Smith & Wesson On Eve Of SHOT Show

James Debney, CEO and President of American Outdoor Brands, was dismissed by the Board of Directors today. He had been slated to be the CEO of the American Outdoor Brands sporting goods segment when the company splits later this year.

From The Guardian

From the news release:

American Outdoor Brands Corporation, today announced that its Board of Directors has named Mark P. Smith and Brian D. Murphy as co-Presidents and co-Chief Executive Officers of American Outdoor Brands Corp., effective immediately.   Smith was most recently President of the Manufacturing Services Division of the company, while Murphy was most recently President of the Outdoor Products & Accessories Division.  In their co-leadership roles, Smith and Murphy succeed James Debney, who has separated as President and Chief Executive Officer and as a Director of the company, following the determination by the Board of Directors that he engaged in conduct inconsistent with a non-financial company policy.

The “inconsistent” conduct was not specified in the release.

Mark Smith was already slated to head the new Smith & Wesson Brands, Inc. after the spin-off.

Brian Murphy is now going to become the CEO and President of American Outdoor Brands, Inc. after the company is split into a sporting goods segment and a firearms segment.

Coming just before SHOT Show starts in less than a week, this is an interesting development.

The new release goes on to quote the Chairman of the Board Barry Monheit as saying:

We appreciate James’ contributions toward the growth and development of our company and its infrastructure.  The Board believes the company is fortunate to have two highly capable and experienced leaders in Mark Smith and Brian Murphy.  Each has played a critical role in the development of our strategic plans, including our intention to establish each business as an independent, publicly traded company.  In addition, Mark and Brian have each demonstrated, through years of leadership and service, their extensive knowledge of and passion for our company, our customers, and our industries.  Their capabilities and objectives position them well to share the combined CEO role as the team completes the separation of our two businesses later in 2020.  The Board has every confidence that they will provide the vision and determination to lead each independent company and its highly respected brand portfolio toward a successful future.

The Wall Street Journal reports that the spokesperson for the company did not provide any details on why Debney was fired beyond what is contained in the news release. Their article also takes note that the firing occurred just days before the SHOT Show was to begin.

Debney earned $3.76 million in compensation for the last year. Most of that compensation was due to bonuses and stock awards on top of his $750,000 salary.

More On S&W Changes

American Outdoor Brands Corporation held a shareholder update webcast on the plans to split the company. The webcast last for about 30 minutes if you want to listen to it. It can be found here.

I have embedded the slides for the presentation below. It shows which brands will go to Smith & Wesson and which brands will stay with American Outdoor Brands.

AOBC CEO James Debney acknowledged there had been significant changes in the political, financial, and insurance arenas over the past five years. Based on that, they decided it was in their best interest to separate into two distinct companies. It should be noted that the decision to make the split was in the works for many months. The timing of the announcement which the day after the Supreme Court’s denial of cert to Remington was merely coincidental.

AOBC Spin Off Deck Nov 2019 by jpr9954 on Scribd

S&W To Become Free-Standing Company

American Outdoor Brands Corporation announced today that it planned to separate into two publicly traded companies. One company would be focused on firearms (Smith & Wesson) while the other company would be dedicated to outdoor products (American Outdoor Brands). The split would be finalized in the second half of 2020 according to the press release.

Bloomberg reports that the split is part of “an effort that may help it boost values that have flagged under pressure for gun reforms in the U.S.” “Gun reforms” is the euphemism that Bloomberg is using for gun control.

While something like this would have been in the works for months, I find it interesting that the announcement is being made the day after the Supreme Court denied cert to Remington. Bloomberg does make reference to this in their article as well as moves by retailers such as Dick’s and Walmart to limit what firearms and ammunition they sell.

The official rationale for the split is to let each segment concentrate on their separate markets.

The purpose of the spin-off is to enable the management team of each company to focus on its specific strategies, including (1) structuring its business to take advantage of growth opportunities in its specific markets; (2) tailoring its business operation and financial model to its specific long-term strategies; and, (3) aligning its external financial resources, such as stock, access to markets, credit, and insurance factors, with its particular type of business.

AOBC Chair Barry Monheit said, ” There have been significant changes in the political climate as well as the economic, investing, and insurance markets since we embarked upon what we believe have been our very successful diversification efforts.” It is obvious to me that Monheit is speaking about both national and state efforts to impose more restrictions on firearms ownership and possession.

The move by American Outdoor Brands is similar to that of Vista Outdoor. In that case, Vista Outdoor was the firearms-centric portion of the ATK split. While initially the stronger part of the split company, the pull back in firearm and ammunition sales hit it hard. They finally sold off the Savage Arms portion of the business this summer to concentrate on ammunition and the other outdoor portions of their business.

James Debney, the current CEO, will become the CEO of American Outdoor Brands. Mark Smith will become CEO of Smith & Wesson. He is currently the president of the Manufacturing Services Division of AOBC.

The entire press release can be found here. It goes into much more detail on the lower leadership positions, finances, etc.

Consumer Safety Alert For S&W M&P 15-22

Smith & Wesson has issued a consumer safety alert for all versions of their M&P 15-22 manufactured before February 1, 2019. They found that in a couple of samples the breech face counter bore depth was not within manufacturing specifications and could cause slam fires.

The full alert sent out on Friday is below:

ESCRIPTION – Please Read This If You Have A M&P15-22 Rimfire Firearm.

ALL models of M&P15-22 rifles and pistols manufactured before February 1, 2019.

Smith & Wesson has identified two M&P15-22 firearms from
recent production on which the breech face counter bore depth was not
within manufacturing specification. In those firearms, the lack of depth
may allow the bolt, upon closing, to crush the rim of the case, causing
the round to fire, cycling the bolt, and potentially resulting in
multiple discharges without depressing the trigger. This issue can occur
in the following two scenarios:

1) With a loaded magazine in the firearm and the
bolt locked to the rear, depressing the bolt release to allow the bolt
to drop freely may ignite the round as the bolt closes without engaging
the trigger and with the safety selector in either the safe or the fire
position, and may also result in multiple discharges.

2) With a loaded magazine in the firearm, bolt in
the closed position and a round in the chamber and the safety selector
in the fire position, depressing the trigger will cause the round to
fire normally, however as the bolt cycles, the next round may be ignited
by the bolt crushing the rim of the case as it closes, causing multiple

We believe that these are isolated incidents, however, any
unintended discharge of a firearm has the potential to cause injury.
Therefore, we have developed this inspection procedure to ensure that
all products in the field are safe to use. We are asking customers to
perform the following procedure and to refrain from using their
M&P15-22 until the bolt has been inspected and replaced as

The out of specification condition has been found only in bolts
that were recently manufactured. While our investigation suggests that
the incidents are isolated, we have established this inspection
procedure as a precautionary matter to ensure that all M&P15-22
firearms in service meet our design specifications. We are asking
consumers of all M&P15-22 firearms manufactured before February 1,
2019 to inspect their bolt for this condition.

The bolt from your M&P15-22 must be inspected to determine
whether it exhibits the condition identified in this notice. To
determine whether your firearm is affected by this condition, please
inspect your firearm by following the inspection instructions provided

If you are uncomfortable in conducting the bolt inspection
outlined here, or are unsure whether the condition described in this
notice applies to your bolt, please send your bolt to Smith & Wesson
for inspection and replacement if necessary.

you want Smith & Wesson to perform the inspection, send your bolt
to Smith & Wesson for free inspection and replacement (if

you want to perform the bolt inspection yourself, contact us for the
free M&P15-22 BOLT INSPECTION GAUGE Part Number: 3012155 OR place an
ORDER ONLINE to recieve inspection gauge.

the bolt from your firearm is affected by the condition outlined in
this notice, please send the bolt to Smith & Wesson. If necessary,
your bolt will be replaced at no cost to you. Your bolt will be returned
as quickly and efficiently as possible. All shipping and replacement
costs will be covered by Smith & Wesson.

To determine if this consumer advisory applies to your M&P15-22 firearm, please utilize our

Website For More Information:
Customer Service Phone: 1-800-713-0356


Smith & Wesson has issued a consumer advisory for their M&P 380 Shield EZ with a manual thumb safety.

Like any firearm, the function of the M&P®380 Shield™ EZ™ Manual Thumb Safety pistol can be influenced by the type and quality of ammunition used with the pistol. In the case of the M&P 380 Shield EZ Manual Thumb Safety, we have found that in very rare circumstances, ammunition that produces a high level of felt recoil can cause the manual safety to move from the fire to the “safety on” position during firing. Should this occur, you will not be able to fire the next round unless and until the manual safety is reset to the fire position.

At Smith & Wesson, we are committed to designing and producing firearms that meet the highest quality and performance standards. To ensure that every Smith & Wesson handgun meets our standards for reliability and performance, as of April 4, 2018, we have engineered the manual safety so that it will be less susceptible to the influence of ammunition weight, velocity and loads. Any M&P 380 Shield EZ Manual Thumb Safety pistol produced before April 4, is eligible for a no-cost upgrade. To determine if this consumer advisory applies to your pistol, please utilize our serial number verification tool.

If your pistol is subject to this advisory, please call Smith & Wesson at 1-800-331-0852 or email us at A FedEx return label and shipping instructions to facilitate the return of your M&P 380 Shield EZ pistol will be mailed to you promptly. If you have any questions, you may call 1-800-331-0852 for more information.


You can find the serial number verification tool here. Remember, it is Friday the 13th and you don’t want to take any chances.

Finally Confirmed – S&W Buys Suppressor Maker Gemtech (Updated)

In what has to be considered the worst kept secret on the Interwebs, it was finally confirmed today that Smith & Wesson division of American Outdoor Brands Corp. is buying suppressor maker Gemtech (Gemini Technologies). The Firearm Blog announced it as breaking news on Sunday, July 2nd, and many people posted this to Facebook including myself.

Given that AOBC is a public company, SEC Regulation FD requires “companies to distribute material information in a manner reasonably designed to get that information out to the general public broadly and non-exclusively.” A purchase of this magnitude would certainly have been “material”. I kept looking for a news release on AOBC’s investor relations website as well as for a 8-K filing on the SEC’s website regarding this purchase. 8-K filings usually are simultaneous with new releases though a company has up to four business days to make the filing. I could not find anything official on the purchase of Gemtech.

While I assumed that there was indeed a transaction that was going to take place, not having official confirmation told me one of two things. First, that the transaction wasn’t a done deal yet and maybe there was a snag in the negotiations. Second, it could have meant – and I think this is what happened here – that someone, somewhere jumped the gun on the announcement and violated a non-disclosure agreement.

I think the timing is right for both companies involved. S&W competitors Ruger and SIG both now produce their own suppressor lines. So, too, does Remington with their AAC division. The purchase of Gemtech now allows S&W into the game at a significant level without having to start from scratch. It may also signify a vote of confidence on the part of AOBC and S&W that the Hearing Protection Act will pass as either a stand alone bill or as part of the SHARE Act.

According to Gemtech’s website, they have been in the suppressor business since 1976. While I don’t know how the ownership of Gemtech is structured, I’m guessing that what we are seeing here is a situation similar to that of Crimson Trace. The founder(s) have reached a point where they want to relax a bit and this gives them the opportunity to cash out while still maintaining a presence. Thus, the purchase of Gemtech by S&W becomes a win-win situation for all involved.

The official release is below and notes that the current CEO of Gemtech, Ron Martinez, will stay on as General Manager.

SPRINGFIELD, Mass., July 5, 2017 /PRNewswire/ — American Outdoor Brands Corporation (NASDAQ Global Select: AOBC), a leading manufacturer of firearms and a provider of quality accessory products for the shooting, hunting, and rugged outdoor enthusiast, today announced that its firearms business, Smith & Wesson Corp., has agreed to acquire substantially all of the assets of Gemini Technologies, Incorporated (“Gemtech”), a provider of high quality suppressors and accessories for the consumer, law enforcement, and military markets.

James Debney, President and CEO of American Outdoor Brands, said, “Gemtech is widely recognized for producing some of the finest rifle and pistol suppressors in the market. Gemtech’s strong product development capabilities, combined with our experience in brand management and our manufacturing expertise, will help us to efficiently develop both firearms and suppressors, minimizing our time to market for both product categories. We view this acquisition as opportunistic, allowing us to enter the suppressor category, which resonates strongly with our core firearm consumer, at a time when the market is particularly soft. These elements combine to make Gemtech an excellent fit with our long term strategy.”

The company intends to complete the acquisition of Gemtech utilizing cash on hand and expects the transaction to close this summer. Ron Martinez, President of Gemtech, will continue in his leadership role as General Manager, heading up the company’s strong team located in Eagle, Idaho.

UPDATE: On Monday I had written Liz Sharp, VP for Investor Relations at AOBC, inquiring why there was no release on the purchase of Gemtech and asked if the info had leaked prior to the official release. I got a response back last night after I had written this post. It seems that since AOBC didn’t buy Gemtech but just their assets it was not considered “material”.

Hello, John, and thank you for the inquiry. Yes, Smith & Wesson will purchase the assets of Gemtech in a transaction that we plan to close this summer. Since the transaction is an asset purchase and not deemed to be material, we announced the transaction internally to our employees prior to the holiday, and externally via a press release this morning. … We believe this is a great fit with our strategy. Please let me know if I can help further, and thanks again for the inquiry.

S&W Wants To Change It Corporate Name

Smith & Wesson Holding Company filed a Sec. 14A Proxy Statement with the Securities and Exchange Commission today. It was to issue a notice of a special stockholders meeting on December 13th. This meeting is to have the stockholders approve a corporate name change from Smith & Wesson Holding Company to American Outdoor Brands Corporation.


You can see the proposal that has been approved by the Board of Directors below. I fully realize that they have bought companies like Crimson Trace and Battenfield Technologies in recent years. While they will be keeping the Smith & Wesson name for their firearms subsidiary, this smacks too much of the Freedom Group aka Remington Outdoor Company.

As a shareholder of SWHC stock, my intention is to vote no on this proposal. This is a personal decision and has nothing to do with my day job. You might have a different opinion on this and, if so, I’d love to hear it in the comments.

Our Board of Directors has approved the Second Amended and Restated Articles of Incorporation to change our corporate name from Smith & Wesson Holding Corporation to American Outdoor Brands Corporation. We now seek stockholder approval of the Second Amended and Restated Articles of Incorporation to accomplish the name change. We believe that the proposed name change will better reflect our increasingly diverse business and stated vision to become the leading provider of quality products for the shooting, hunting, and rugged outdoor enthusiast. As such, the proposed name change will better convey to existing and potential investors the nature of our expanding business around a number of individual but synergistic companies. We also believe that the proposed name change will better differentiate our identity, as a holding company, from the identity of our firearm subsidiary, both of which currently carry the name “Smith & Wesson.”
Currently, we are a holding company that owns, directly and indirectly, a family of consumer product companies addressing the shooting, hunting, and rugged outdoor markets, including Smith & Wesson Corp., Battenfeld Technologies, Inc., Crimson Trace Corporation, Deep River Plastics, LLC, and BTI Tools, LLC. Those subsidiary companies operate in four divisions and manage multiple brands, including the following:
BOG–POD ® – Tripods, Bipods, Monopods, and Accessories
Caldwell ® – Shooting Supplies
Crimson Trace ® – Electro Optics
Deep River Plastics™ – Precision Plastic Injection Molding
Frankford Arsenal ® – Reloading Tools
Golden Rod ® – Moisture Control
Hooyman ® – Outdoor Saws and Accessories
Lockdown ® – Vault and Safety Accessories
M&P ® – Firearms and Outdoor Accessories such as Bags, Knives, Specialty Tools, and Flashlights
Non–Typical™ – Wildlife Solutions
Old Timer ® – Knives and Specialty Tools
Performance Center ® – High Performance, Specialty, and Custom Firearms
Schrade ® – Knives and Specialty Tools
Smith & Wesson ® – Firearms and Outdoor Accessories such as Bags, Knives, Specialty Tools, and Flashlights
Thompson/Center™ – Hunting Firearms and Accessories
Tipton ® – Firearm Cleaning Supplies
Uncle Henry ® – Knives and Specialty Tools
Wheeler ® Engineering – Gunsmithing Supplies
Each of our subsidiary company’s brands has tremendous value and meaning to its loyal customer base, and each subsidiary company will retain its current name under this proposal so that it can continue to benefit from the brand equity that has been built over the years. Our existing firearms business subsidiary will continue to operate as, and be named, Smith & Wesson Corp. This subsidiary owns the 164 year old Smith & Wesson brand – a brand that is one of our strongest assets and a brand that must be preserved, supported, and protected so that we may continue to benefit from its iconic nature. Thus, changing our name is not intended to diminish the importance of the Smith & Wesson brand in our portfolio. Rather, our new name will represent a broader and more inclusive platform from which to expand into the shooting, hunting, and rugged outdoor markets.
We believe that changing our corporate name to American Outdoor Brands Corporation will better reflect our strategic focus on the shooting, hunting, and rugged outdoor markets. Changing our name will not result in any change in the name of any subsidiary company or any branded product marketed by any of those subsidiary companies, and, if the proposal is approved, our corporate structure would remain the same.
Special Proxy Statement

Table of Contents
If approved by the stockholders, the proposed Second Amended and Restated Articles of Incorporation will become effective upon the filing of the Second Amended and Restated Articles of Incorporation with the Secretary of State of the state of Nevada, which we anticipate will occur on or about January 1, 2017. At the same time, we also anticipate we will adopt the symbol “AOBC” for our stock exchange listing, as it will be more closely aligned with our new name.
A copy of the proposed Second Amended and Restated Articles of Incorporation that would be filed with the Secretary of State of the state of Nevada to effect the name change is attached hereto as Appendix A and is hereby incorporated by reference into this proxy statement; provided, however, that such Second Amended and Restated Articles of Incorporation are subject to change or modification to include any technical changes as may be required by the office of the Secretary of State of the state of Nevada.
On the date of this proxy statement, we issued a press release regarding our proposed corporate name change. A copy of the press release is attached hereto as Appendix B and is hereby incorporated by reference into this proxy statement.