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 Articles of Incorporation and Bylaws;
Change in Fiscal Year
Declassification of the Board and Elimination of Cumulative
Voting
On March 28, 2017, a special meeting of the shareholders of
Simpson Manufacturing Co, Inc. (the Company) was held at the
Companys home office located at 5956 W. Las Positas Blvd.,
Pleasanton, California 94588 (the Special Meeting), for the
shareholders to vote on the following proposals:
| 1. |
to approve and adopt an 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 the shareholders (the 2017 Annual Meeting); and |
| 2. |
to approve and adopt an amendment to the Companys Certificate of Incorporation to eliminate the ability to exercise cumulative voting in director elections. |
The foregoing proposals were the only proposals to be acted upon
at the Special Meeting. For information regarding such proposals,
see the Companys definitive proxy statement filed with the U.S.
Securities Exchange Commission (the SEC) by the Company on
February 23, 2017 with respect to the Special Meeting. As
reported in Item 5.07 of this Current Report on Form 8-K, each of
the foregoing proposals was adopted and approved by the
shareholders at the Special Meeting.
Immediately after the Special Meeting, on March 28, 2017, the
Company filed a Certificate of Amendment of the Companys
Certificate of Incorporation (implementing each of the foregoing
proposals as adopted at the Special Meeting) with the Delaware
Secretary of State (the Certificate of Amendment). A copy of such
Certificate of Amendment, as filed with the Delaware Secretary of
State, is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
The Board previously approved and adopted an amendment to the
Companys Bylaws (the Bylaws), conditioned on the approval and
adoption by the shareholders at the Special Meeting of each of
the foregoing proposals to amend the Certificate of
Incorporation, for the provisions of the Bylaws to be in
conformity with the Companys Certificate of Incorporation as
amended by such proposals (the Conforming Amendment).
Proxy Access
In keeping with its commitment to provide proxy access to
qualifying shareholders, in addition to the Conforming Amendment,
the Board approved another amendment to the Bylaws, effective on
March 28, 2017, to add a proxy access bylaw. The proxy access
bylaw, as a new Article II, Section 9 of the Bylaws, provides a
means for the Companys shareholders to request
shareholder-nominated director candidates to be included in the
Companys proxy materials, provided that the shareholders and
their nominees satisfy the eligibility, procedural and other
requirements specified in the proxy access bylaw, including the
following:
|
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; |
||
|
Only shareholders who have continuously held a number of shares representing at least 3% of the outstanding shares of common stock of the Company, $0.01 par value per share (the Common Stock), 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 |
||
|
A group of no more than 20 shareholders may aggregate their shares to satisfy the above-described ownership threshold. |
to the proxy access bylaw, the notice period for exercising proxy
access rights has already passed for the 2017 Annual Meeting. The
Companys shareholders will therefore be able to exercise proxy
access rights for the first time at the 2018 annual meeting of
the shareholders.
The Board also approved contain conforming changes to Article II,
Section 5 of the Bylaws to reflect the inclusion of the proxy
access bylaw (such changes, together with the proxy access bylaw,
the Proxy Access Amendment).
The Bylaws, as amended and restated by the Conforming Amendment
and the Proxy Access Amendment (the Amended Restated Bylaws),
became effective immediately upon the filing of the Certificate
of Amendment with the Delaware Secretary of State. The Amended
Restated Bylaws are attached hereto as Exhibit 3.2 and are
incorporated herein by reference.
The foregoing paragraphs are a summary of the terms of the
amendments to the Certificate of Incorporation and the Amended
Restated Bylaws. Such summary does not purport to be complete and
is qualified in its entirety by reference to the Companys
Certificate of Incorporation, as amended by the Certificate of
Amendment, and the Amended Restated Bylaws.
Item 5.07 Submission of Matters to a Vote of Security
Holders
As reported in Item 5.03 of this Current Report on Form 8-K, on
March 28, 2017, the Special Meeting was held for the shareholders
to vote on the foregoing proposals to (1) declassify the Board
over a three-year period, and (2) eliminate the ability to
exercise cumulative voting in the election of directors.
At the close of business on February 28, 2017, the record date
for purposes of determining the shareholders entitled to receive
notice of and vote at the Special Meeting, 47,652,058 shares of
Common Stock, were outstanding and entitled to vote. 42,933,269
shares of Common Stock were represented in person or by proxy at
the Special Meeting and, therefore, a quorum was present. The
number of shares voted for or against, as well as abstentions and
broker non-votes, if applicable, with respect to each proposal
presented at the Special Meeting is set forth below:
Proposal 1: To approve and adopt the amendment to the Companys
Certificate of Incorporation to declassify the Board of
Directors.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 42,889,619 | 39,387 | 4,263 | N/A |
The proposal was approved, having received for votes from a
majority of the outstanding shares of Common Stock entitled to
vote at the Special Meeting.
Proposal 2: To approve and adopt the amendment to the Companys
Certificate of Incorporation to eliminate the ability to exercise
cumulative voting in director elections.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 42,049,272 | 879,330 | 4,667 | N/A |
The proposal was approved, having received for votes from a
majority of the outstanding shares of Common Stock entitled to
vote at the Special Meeting.
Item 8.01 Other Events
On March 28, 2017, the Company issued a press release announcing
the results of the Special Meeting and the implementation of the
amendments to the Certificate of Incorporation and the Amended
Restated Bylaws referenced in Item 5.03 hereto, and such press
release is filed herewith as Exhibit 99.1.
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 2017 Annual 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 with respect to
the 2017 Annual Meeting. COMPANY SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ ANY SUCH DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE 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 preliminary proxy statement for the 2017
Annual Meeting (and any amendments or supplements thereto) and
its 2016 Annual Report on Form 10-K for the year ended December
31, 2016. Information regarding the identity of participants, and
their direct or indirect interests in the matters to be
considered at the 2017 Annual Meeting, by security holdings or
otherwise, will be set forth in the definitive proxy statement
and other materials filed by the Company with the SEC.
Shareholders will be able to obtain the Companys preliminary and
definitive proxy statements with respect to the 2017 Annual
Meeting, any amendments or supplements to such proxy statements
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
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.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 3.1 |
Certificate of Amendment of Certificate of Incorporation of Simpson Manufacturing Co., Inc., as filed with the Delaware Secretary of State. |
| 3.2 |
Amended Restated Bylaws of Simpson Manufacturing Co., Inc., as amended through March 28, 2017. |
| 99.1 | Press Release dated March 28, 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 down -0.04 at 41.55 with 191,409 shares trading hands.