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Simpson Manufacturing Co., Inc. – ‘8-K’ for 6/1/23

On:  Monday, 6/5/23, at 4:18pm ET   ·   For:  6/1/23   ·   Accession #:  920371-23-129   ·   File #:  1-13429

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  As Of               Filer                 Filing    For·On·As Docs:Size

 6/05/23  Simpson Manufacturing Co., Inc.   8-K:5,7,9   6/01/23   11:887K

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     45K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     12K 
 6: R1          Document and Entity Information                     HTML     45K 
 9: XML         IDEA XML File -- Filing Summary                      XML     11K 
 7: XML         XBRL Instance -- ssd-20230601_htm                    XML     21K 
 8: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- ssd-20230601_lab                      XML     70K 
 5: EX-101.PRE  XBRL Presentations -- ssd-20230601_pre               XML     34K 
 3: EX-101.SCH  XBRL Schema -- ssd-20230601                          XSD     10K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
11: ZIP         XBRL Zipped Folder -- 0000920371-23-000129-xbrl      Zip     21K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM  i 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
  
Date of Report (Date of earliest event reported):  i June 1, 2023
 
  
 
 i Simpson Manufacturing Co., Inc. 
(Exact name of registrant as specified in its charter)
  
 
 
 i Delaware  i 1-13429  i 94-3196943
(State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.)
 
  
 
 i 5956 W. Las Positas Boulevard,  i Pleasanton,  i CA  i 94588

 (Address of principal executive offices)
 
 
(Registrant’s telephone number, including area code): ( i 925)  i 560-9000
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
 i Common Stock, par value $0.01 per share i SSD i New York Stock Exchange

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 i Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)
 i Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  i 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 1, 2023 the Board of Directors (the “Board”) of Simpson Manufacturing Co., Inc. (the “Company”), upon recommendation of the Nominating and ESG Committee of the Board, appointed Chau Banks and Felica Coney as independent, non-employee directors of the Company, effective on June 1, 2023. Concurrently with their appointment to the Board, Ms. Banks and Ms. Coney were appointed to serve on the Audit and Finance Committee of the Board; Ms. Banks was also appointed to serve on the Compensation and Leadership Development Committee of the Board; and Ms. Coney was also appointed to serve on the Corporate Strategy and Acquisitions Committee of the Board. The Board has determined that each of Ms. Banks and Ms. Coney meet the independence requirements under the rules and regulations of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

There are no understandings or arrangements between Ms. Banks or Ms. Coney and any other person pursuant to which Ms. Banks and Ms. Coney were selected to serve as directors of the Board. There are no relationships between Ms. Banks or Ms. Coney and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.

As non-employee directors of the Company, Ms. Banks and Ms. Coney will be eligible to receive the standard compensation paid by the Company to its non-employee directors, as described in the Company’s annual proxy statement and shall receive a pro-rated annual equity award of restricted stock units valued at $103,658 on the date of grant, June 1, 2023. Additionally, the Company purchases and maintains directors’ and officers’ liability insurance for, and provides indemnification to, each member of the Board.


Item 7.01 Regulation FD Disclosure
On June 5, 2023, the company issued a press release related to the appointment of Ms. Banks and Ms. Coney to the Company's Board of Directors. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference into this Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

Item 9.01 Financial Statements and Exhibits.
(d)     Exhibits

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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:June 5, 2023By/s/ Brian J. Magstadt
   Brian J. Magstadt
   Chief Financial Officer
 
 
 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:6/5/23None on these Dates
For Period end:6/1/23
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