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(Registrant’s
telephone number, including area code): (i925) i560-9000
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
iCommon Stock, par value $0.01 per share
iSSD
iNew
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
5.02Departure 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.
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.
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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.