UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2023
Simpson Manufacturing Co., Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-13429 | | 94-3196943 |
| (State or other jurisdiction of incorporation) | | (Commission file number) | | (I.R.S. Employer Identification No.) |
5956 W. Las Positas Boulevard, Pleasanton, CA 94588
(Address of principal executive offices)
(Registrant’s telephone number, including area code): (925) 560-9000
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | SSD | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 26, 2023, Simpson Manufacturing Co, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 16, 2023.
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| Proposal 1: | To elect eight directors, each to hold office until the Company's 2024 annual meeting of stockholders or until their successors are duly qualified and elected. |
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| Proposal 2: | To approve, on an advisory basis, the compensation of the Company’s named executive officers. |
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| Proposal 3: | To approve, on an advisory basis, the frequency of future advisory votes to approve compensation of the Company’s named executive officers. |
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| Proposal 4: | To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year. |
At the close of business on March 2, 2023, the record date for the Annual Meeting, there were 42,662,967 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting (“Common Stock”). As the holders of 40,414,110 shares of Common Stock, having a majority of the votes that could be cast by the holders of all outstanding shares of Common Stock, were represented in person or by proxy at the Annual Meeting, a quorum was present.
Each of the foregoing proposals was adopted and approved by the stockholders at the Annual Meeting. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each of Proposals 1- 4 presented at the Annual Meeting, including a separate tabulation with respect to each director nominee for office are set forth below:
Proposal 1: Election of Directors.
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| | | | | | | | Broker |
| | For | | Against | | Abstain | | Non-Votes |
| James S. Andrasick | | 37,684,086 | | 890,138 | | 62,437 | | 1,777,449 |
| Jennifer A. Chatman | | 35,974,148 | | 2,606,126 | | 56,387 | | 1,777,449 |
| Gary M. Cusumano | | 36,414,568 | | 2,165,298 | | 56,795 | | 1,777,449 |
| Philip E. Donaldson | | 38,404,683 | | 192,185 | | 39,793 | | 1,777,449 |
| Celeste Volz Ford | | 38,385,314 | | 194,849 | | 56,498 | | 1,777,449 |
| Kenneth D. Knight | | 38,201,969 | | 375,516 | | 59,176 | | 1,777,449 |
| Robin G. MacGillivray | | 37,517,764 | | 1,062,227 | | 56,670 | | 1,777,449 |
| Michael Olosky | | 38,089,885 | | 507,778 | | 38,998 | | 1,777,449 |
As a result, the eight individuals were elected by the stockholders as directors of the Company, each to hold office until the Company's 2024 annual meeting of stockholders or until his or her successor has been duly qualified and elected.
Proposal 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
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| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 38,411,194 | | 158,667 | | 66,800 | | 1,777,449 |
As a result, the compensation paid to the Company's named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting was approved by the stockholders.
Proposal 3: Approval, on an advisory basis, of the frequency of future advisory votes to approve named executive officer compensation.
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| 1 YEAR | | 2 YEARS | | 3 YEARS | | ABSTAIN | | BROKER NON-VOTES |
| 37,475,997 | | 2,736 | | 1,124,214 | | 33,714 | | 1,777,449 |
As a result, the Company will include a stockholder vote on the compensation of its named executive officers in its proxy materials and hold such a vote every year until the occurrence of the next vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers pursuant to section 14A(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1(a)(2)).
Proposal 4: Ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2023.
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| FOR | | AGAINST | | ABSTAIN | BROKER NON-VOTES |
| 40,210,141 | | 173,081 | | 30,888 | 0 |
As a result, the selection of Grant Thornton LLP by the Company's board of directors as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by the stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | Simpson Manufacturing Co., Inc. |
| | | | (Registrant) |
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| DATE: | May 1, 2023 | | By | /s/ Brian J. Magstadt |
| | | | | Brian J. Magstadt |
| | | | | Chief Financial Officer |
