Simpson Manufacturing Co., Inc. (NYSE:SSD) Files An 8-K Other Events
Item 8.01 Other Events
Special Meeting Preliminary Proxy
Statement
On February 10, 2017, Simpson Manufacturing Co, Inc. (the
Company) filed a preliminary proxy statement with the U.S.
Securities and Exchange Commission (the SEC) in connection with a
special meeting of the Companys shareholders to be held on or
about March 28, 2017 (the Special Meeting), at the Companys home
office located at 5956 W. Las Positas Blvd., Pleasanton,
California 94588 for considering the following proposals:
1. |
to approve and adopt the amendment to the Companys Certificate of Incorporation to declassify the Companys board of directors (the Board) over a three-year period and provide that directors who are up for election be elected for one-year terms beginning at the Companys 2017 annual meeting of shareholders (the 2017 Annual Meeting); and |
|
2. |
to approve and adopt the amendment to the Company’s Certificate of Incorporation to eliminate the ability to exercise cumulative voting in director elections. |
The foregoing proposals are the only proposals to be acted upon
at the Special Meeting.
Shareholder Nomination Notice
Iron Compass Partners, LP, which, together with certain
affiliates, has indicated it beneficially owns an aggregate of
170,042 shares of the Companys common stock (representing
approximately 0.36% of the Companys outstanding common stock),
has delivered notice to the Company of its intention to cumulate
votes and to nominate one director candidate, Brett Milgrim, for
election to the Board at the 2017 Annual Meeting.
Important Additional Information
The Company, its directors and certain of its executive officers
and other employees will be deemed to be participants in the
solicitation of proxies from Company shareholders in connection
with the matters to be considered at the Special Meeting. The
Company has filed a preliminary proxy statement and proxy card
with the SEC, and intends to file a definitive proxy statement
and proxy card with the SEC, in connection with any such
solicitation of proxies from Company shareholders. COMPANY
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH DEFINITIVE
PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information
regarding the identity of participants, and their direct or
indirect interests in the matters to be considered at the Special
Meeting, by security holdings or otherwise, will be set forth in
the definitive proxy statement and other materials to be filed by
the Company with the SEC. Shareholders will be able to obtain the
definitive proxy statement, any amendments or supplements to the
proxy statement and other documents filed by the Company with the
SEC for no charge at the SECs website at www.sec.gov.
Copies will also be available at no charge at the Companys
website at http://www.simpsonmfg.com, by writing to the
Company at 5956 W. Las Positas Blvd., Pleasanton, CA 94588, or by
calling the Companys proxy solicitor D.F. King at (212) 269-5550.
About Simpson Manufacturing Co., Inc. (NYSE:SSD)
Simpson Manufacturing Co., Inc. through its subsidiary, Simpson Strong-Tie Company Inc. (SST), designs, engineers and manufactures wood construction products, including connectors, truss plates, fastening systems and lateral systems used in light-frame construction. It also offers concrete construction products used for concrete, masonry, steel and for concrete repair, protection and strengthening, including adhesives, chemicals, mechanical anchors, carbide drill bits, powder actuated tools and fiber reinforced materials. It operates in three segments: North America, Europe and Asia/Pacific. The North America segment includes operations in the United States and Canada. The Europe segment includes operations in France, the United Kingdom, Germany, Denmark, Switzerland, Portugal and Poland. The Asia/Pacific segment includes operations in China, Hong Kong, Thailand, Australia, New Zealand, South Africa and the Middle East. Its segments sell both wood and concrete construction products. Simpson Manufacturing Co., Inc. (NYSE:SSD) Recent Trading Information
Simpson Manufacturing Co., Inc. (NYSE:SSD) closed its last trading session up +0.43 at 43.90 with 164,993 shares trading hands.
