Simpson Manufacturing Co., Inc. (NYSE:SSD) Files An 8-K Submission of Matters to a Vote of Security Holders

Simpson Manufacturing Co., Inc. (NYSE:SSD) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item 5.07 Submission of Matters to a Vote of Security Holders

On May 16, 2017, an annual 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 Annual Meeting), for the shareholders to vote on the
following proposals:
Proposal 1:
To elect three directors, each to hold office until the 2018
annual meeting or until his or her successor has been duly
elected and qualified.
Proposal 2:
To approve the Companys amended Executive Officer Cash Profit
Sharing Plan.
Proposal 3:
To ratify the selection of Grant Thornton LLP as the Companys
independent registered public accounting firm for the current
fiscal year.
Proposal 4:
To approve, on an advisory, non-binding basis, the
compensation of the Companys named executive officers.
Proposal 5:
To approve, on an advisory, non-binding basis, the frequency
of future advisory votes on the compensation of the Companys
named executive officers.
The foregoing proposals were the only proposals to be acted upon at
the Annual Meeting. For information regarding such proposals, see
the Companys definitive proxy statement filed with the U.S.
Securities Exchange Commission by the Company on April 11, 2017,
with respect to the Annual Meeting.
At the close of business on March 24, 2017, the record date for the
Annual Meeting, there were 47,654,309 shares of the Companys common
stock outstanding and entitled to vote at the Annual Meeting
(Common Stock). As the holders of 45,727,325 shares of Common
Stock, having a majority of the votes that could be cast by the
holders of all outstanding shares of stock entitled to vote at any
meeting of the Companys shareholders, 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
shareholders 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, and the number of votes cast for
each of 1 year, 2 years, and 3 years, as well as the number of
abstentions and broker non-votes, with respect to Proposal 5, are
set forth below:
Proposal 1: Election of Directors.
Broker
Term
For
Against
Abstain
Non-Votes
Expires*
Karen Colonias
40,211,256
2,383,558
8,476
5,051,019
Celeste Volz Ford
40,200,815
2,377,913
24,562
5,051,019
Michael A. Bless
42,140,298
454,120
8,872
5,051,019
______________
* The term expires on the date of the Company’s 2018 annual
meeting of shareholders.
Following the Annual Meeting, Thomas J Fitzmyers retired from the
Companys Board of Directors (the Board) at the end of his current
term. to the Companys Certificate of Incorporation, the terms of
the Companys continuing directors Jennifer A. Chatman and Robin G.
MacGillivray will expire at the Companys 2018 annual meeting of the
shareholders or until their successors have been duly elected and
qualified, and the terms of the Companys continuing directors Peter
N. Louras, Jr., James S. Andrasick and Gary M. Cusumano will expire
at the Companys 2019 annual meeting of the shareholders or until
their successors have been duly elected and qualified.
Proposal 2:>>Approval of the Companys amended Executive
Officer Cash Profit Sharing Plan.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
41,961,519
620,650
21,121
5,051,019
Proposal 3:>>Ratification of the selection of Grant
Thornton LLP as the Companys independent registered public
accounting firm for 2017.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
45,714,088
12,220
1,017
Proposal 4: Approval, on an advisory, non-binding basis, of the
compensation of the Companys named executive officers.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
40,725,124
1,859,667
18,499
5,051,019
Proposal 5: Approval, on an advisory, non-binding basis, of the
frequency of future advisory votes on the compensation of the
Companys named executive officers.
1 Year
2 Years
3 Years
ABSTAIN
BROKER NON-VOTES
36,287,397
8,897
6,287,688
19,308
5,051,019
The Company will include a shareholder 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 shareholder votes on the compensation of the
Companys named executive officers to section 14A(a)(2) of the
Securities Exchange Act of 1934 (15 U.S.C. 78n-1(a)(2)).
Item 8.01 Other Events
At its meeting held May 16, 2017, the Board made changes to the
composition of its Audit Committee and Acquisition and Strategy
Committee. After making these changes, the composition of each of
the committees of the Board is as follows:
Compensation and Leadership Development Committee
Jennifer A. Chatman, Chair
Celeste Volz Ford
Peter N. Louras, Jr.
Gary M. Cusumano
Audit Committee
James S. Andrasick, Chair
Jennifer A. Chatman
Peter N. Louras, Jr.
Robin G. MacGillivray
Michael A. Bless
Governance and Nominating Committee
Robin G. MacGillivray, Chair
James S. Andrasick
Gary M. Cusumano
Acquisition and Strategy Committee
Gary M. Cusumano, Chair
James S. Andrasick
Karen Colonias
Celeste Volz Ford
Peter N. Louras, Jr.
Michael A. Bless


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, fasteners and pre-fabricated lateral systems used in light-frame construction. The Company’s segments are North America, Europe, Asia/Pacific, and Administrative & All Other. The North America segment includes operations primarily in the United States and Canada. The Europe segment includes operations primarily in France, the United Kingdom, Germany, Denmark, Switzerland, Portugal, Poland, the Netherlands and Belgium. The Asia/Pacific segment includes operations primarily in Australia, New Zealand, South Africa, China, Taiwan and Vietnam. The Company manufactures concrete construction products used for concrete, masonry, steel construction and for concrete repair, protection and strengthening, including adhesives, chemicals and mechanical anchors.

Simpson Manufacturing Co., Inc. (NYSE:SSD) Recent Trading Information

Simpson Manufacturing Co., Inc. (NYSE:SSD) closed its last trading session down -0.52 at 40.78 with 245,797 shares trading hands.

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