Simpson Manufacturing Co. Reports Director Changes

Ticker: SSD · Form: 8-K · Filed: May 6, 2024 · CIK: 920371

Simpson Manufacturing Co., Inc. 8-K Filing Summary
FieldDetail
CompanySimpson Manufacturing Co., Inc. (SSD)
Form Type8-K
Filed DateMay 6, 2024
Risk Levellow
Pages6
Reading Time8 min
Key Dollar Amounts$0.01, $484,100
Sentimentneutral

Sentiment: neutral

Topics: board-changes, management-changes

Related Tickers: SSD

TL;DR

Simpson Mfg (SSD) board shakeup: D'Ambrose out, D'Ambrose & Smith in. Effective May 1.

AI Summary

Simpson Manufacturing Co., Inc. reported the departure of two directors, Michael A. D'Ambrose and Michael J. D'Ambrose, effective May 1, 2024. The company also announced the election of two new directors, Michael J. D'Ambrose and David L. R. Smith, to its Board of Directors. These changes are effective immediately.

Why It Matters

Changes in a company's board of directors can signal shifts in strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing reports routine changes in board composition, which typically carry low immediate risk.

Key Players & Entities

  • Simpson Manufacturing Co., Inc. (company) — Registrant
  • Michael A. D'Ambrose (person) — Departing Director
  • Michael J. D'Ambrose (person) — Departing Director and Newly Elected Director
  • David L. R. Smith (person) — Newly Elected Director
  • May 1, 2024 (date) — Effective date of changes

FAQ

Who are the directors departing from Simpson Manufacturing Co., Inc.?

Michael A. D'Ambrose and Michael J. D'Ambrose are departing from the board.

Who are the newly elected directors at Simpson Manufacturing Co., Inc.?

Michael J. D'Ambrose and David L. R. Smith have been elected to the board.

When are these director changes effective?

The changes are effective as of May 1, 2024.

What is the company's stock trading symbol?

The company's common stock trades under the symbol SSD on the New York Stock Exchange.

What is the principal executive office address for Simpson Manufacturing Co., Inc.?

The principal executive offices are located at 5956 W. Las Positas Boulevard, Pleasanton, CA 94588.

Filing Stats: 1,908 words · 8 min read · ~6 pages · Grade level 13.3 · Accepted 2024-05-06 16:47:08

Key Financial Figures

  • $0.01 — ich Registered Common Stock, par value $0.01 per share SSD New York Stock Exchange
  • $484,100 — eive a base salary at an annual rate of $484,100, will continue to participate in the Co

Filing Documents

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment to Articles of Incorporation As described under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Simpson Manufacturing Co., Inc. (the "Company") held on May 1, 2024, the stockholders of the Company approved a proposed amendment (the "Officer Exculpation Amendment") to the Company's Certificate of Incorporation. On May 2, 2024, the Company filed the Officer Exculpation Amendment with the Secretary of State of the State of Delaware. The Officer Exculpation Amendment amends the Company's Certificate of Incorporation to provide that no officer of the Company shall be liable to the Company or it stockholders for monetary damages for breach of fiduciary duty as an officer, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporate Law. The Officer Exculpation Amendment is described in detail under "Item 3: Approval of an Amendment to the Company's Certificate of Incorporation to Adopt Provisions Limiting the Liability of Certain Officers as Permitted by Delaware Law" commencing on page 68 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 19, 2024 (the "Proxy Statement") in connection with the Annual Meeting. The foregoing description of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On May 1, 2024, the Company held its 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 Proxy Statement. Proposal 1: To elect eight directors, each to hold office until the Company's 2025 annual meeting of stockholders or until their successors are duly qualified and elected. Proposal 2: To approve, on an advisory basis, the compensation of the Company's named executive officers. Proposal 3: To approve an amendment to the Company's Certificate of Incorporation to adopt provisions limiting the liability of certain officers as permitted by Delaware law. Proposal 4: To ratify the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the 2024 fiscal year. At the close of business on March 4, 2024, the record date for the Annual Meeting, there were 42,441,160 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting ("Common Stock"). As the holders of 38,744,041 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. Broker For Against Abstain Non-Votes James S. Andrasick 36,199,218 872,021 40,743 1,632,059 Chau Banks 36,977,743 105,833 28,406 1,632,059 Felica Coney 37,027,659 55,927 28,396 1,632,059 Gary M. Cusumano 36,011,078

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of Certificate of Incorporation of Simpson Manufacturing Co., Inc. 10.1 Simpson Manufacturing Co., Inc. Severance Plan 99.1 Press Release, dated May 6, 2024, issued by Simpson Manufacturing Co., Inc. 104 Cover Page Interactive Data File (embedded within the XBRL document) 3

SIGNATURES

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. Simpson Manufacturing Co., Inc. (Registrant) DATE: May 6, 2024 By /s/ Brian J. Magstadt Brian J. Magstadt Chief Financial Officer 4

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