Simpson Manufacturing Co., Inc. (NYSE:SSD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Bylaws
On February 22, 2017, the board of directors (the Board) of
Simpson Manufacturing Co, Inc. (the Company), based on its own
review, extensive consultation with outside advisors, and
feedback from shareholders of the Company, committed to amend the
Company’s Bylaws to provide proxy access to qualifying
shareholders after the special meeting of the Companys
shareholders to be held on March 28, 2017 (theSpecial Meeting),
on terms and conditions substantially similar to the following:
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The total number of shareholder nominees for election to the Board to be included in the Companys proxy materials for an annual meeting of the shareholders shall not exceed the greater of (i) two, or (ii) 20% (rounded down) of the total number of directors of the Board then in office; |
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Only shareholders who have continuously held a number of shares representing at least 3% of the outstanding shares of common stock of the Company for at least three years as of both the record date of the annual meeting for which the Companys proxy materials are being sent and the date of their nomination notice to the Company may have the ability to request the Company to include their director nominations in such proxy materials; and |
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A group of no more than 20 shareholders may aggregate their shares to satisfy the above-described ownership threshold. |
The press release and investor presentation issued by the Company
announcing the Boards commitment to implement proxy access are
filed herewith as Exhibits 99.1 and 99.2.
Item 8.01 Other Events
Annual Meeting Date
On February23, 2017, the Company announced that it plans to
reschedule the Companys 2017 annual meeting of shareholders (the
2017 Annual Meeting) to May16, 2017. The meeting had previously
been scheduled for April24, 2017. The 2017 Annual Meeting will be
held at the Companys home office located at 5956 W. Las Positas
Blvd., Pleasanton, California 94588.
Special Meeting Definitive Proxy
Statement
On February 23, 2017, the Company filed a definitive proxy
statement with the U.S. Securities and Exchange Commission (the
SEC) in connection with the Special Meeting, which will be held
on March 28, 2017 at the Companys home office located at 5956 W.
Las Positas Blvd., Pleasanton, California 94588, for the
shareholders to vote on the following proposals:
| 1. |
to approve and adopt the amendment to the Companys Certificate of Incorporation to declassify 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 2017 Annual Meeting (the Proposal 1); and |
| 2. |
to approve and adopt the amendment to the Companys Certificate of Incorporation to eliminate the ability to exercise cumulative voting in director elections (the Proposal 2). |
The foregoing proposals are the only proposals to be acted upon
at the Special Meeting. As disclosed in the definitive proxy
statement, Proposal 1 will only be implemented if the
shareholders also approve and adopt Proposal 2; and, Proposal 2
will only be implemented if the shareholders also approve and
adopt Proposal 1.
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 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 THE DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION.
Information regarding the ownership of the Companys directors and
executive officers in Company stock, restricted stock units and
options is included in the Companys SEC filings on Forms 3, 4,
and 5, which can be found through the Companys website
www.simpsonmfg.com in the section Investor Relations or through
the SECs website at www.sec.gov. Information can also be found in
the Companys other SEC filings, including the Companys definitive
proxy statement for its 2016 annual meeting of shareholders and
its 2016 Annual Report on Form 10-K for the year ended December
31, 2015. 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, is set forth in the definitive proxy statement and
other materials filed by the Company with the SEC. Shareholders
can 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 are also available at no charge at the
Companys website at 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.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release dated February23, 2017. | |
| 99.2 | Investor Presentation dated February23, 2017. |
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 +0.08 at 44.32 with 387,001 shares trading hands.
