Additional Proxy Soliciting Materials (definitive) (defa14a)
January 31 2017 - 6:27AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
January 30, 2017
Simpson
Manufacturing Co., Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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1-13429
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94-3196943
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S. Employer
Identification No.)
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5956
W. Las Positas Boulevard, Pleasanton, CA 94588
(Address
of principal executive offices)
(Registrant’s
telephone number, including area code):
(925) 560-9000
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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þ
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
On
January 31, 2017, Simpson Manufacturing Co, Inc. (the “
Company
”) issued a press release
(the “
Press Release
”) announcing that the Company’s board of directors resolved on January 30, 2017
to hold a special meeting of stockholders of the Company on or around March 28, 2017 (the “
Special
Meeting
”). As described in the Press Release, the agenda for the Special Meeting will include submitting to the
stockholders proposals to amend the certificate of incorporation and the bylaws of the Company, each as amended, to (1)
declassify the Company’s board of directors over a three-year period and provide that directors be elected for one-year
terms beginning at the Company’s 2017 annual meeting of stockholders, and (2) eliminate cumulative voting in the
election of directors.
Additional
meeting details will be included in the Company’s proxy statement with respect to the Special Meeting to be filed with the
Securities and Exchange Commission, which will be mailed to all stockholders entitled to receive notice of and to vote at the
Special Meeting.
Stockholders
are not required to take any action at this time.
A
copy of the Press Release is filed herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.
About
Simpson Manufacturing Co. Inc.
Simpson
Manufacturing Co., Inc., headquartered in Pleasanton, California, through its subsidiary, Simpson Strong-Tie Company Inc., designs,
engineers and is a leading manufacturer of wood construction products, including connectors, truss plates, fastening systems,
fasteners and shearwalls, and concrete construction products, including adhesives, specialty chemicals, mechanical anchors, powder
actuated tools and fiber reinforcing materials. The Company's common stock trades on the New York Stock Exchange under the symbol
"SSD."
Important
Additional Information
Simpson
Manufacturing Co., Inc., its directors and certain of its executive officers will be deemed to be participants in the solicitation
of proxies from Company stockholders in connection with the matters to be considered at the Company’s special meeting of
stockholders expected to be held on or around March 28, 2017. The Company intends to file a preliminary proxy statement and proxy
card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies
from Company stockholders. COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY
CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the identity of participants,
and their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement and other materials
filed by the Company with the SEC. Stockholders will be able to obtain the proxy statement, any amendments or supplements to the
proxy statement and other documents filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov.
Copies will also be available at no charge at the Company’s website at http://www.simpsonmfg.com, by writing to the Company
at 5956 W. Las Positas Blvd., Pleasanton, CA 94588, or by calling the Company’s proxy solicitor D.F. King at (212) 269-5550.
Item
9.01 Financial Statements and Exhibits
Exhibit
No.
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Description
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Exhibit
99.1
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Press
Release dated January 31, 2017
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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.
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Simpson
Manufacturing Co., Inc.
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(Registrant)
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DATE:
January 31, 2017
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By
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/s/
BRIAN J. MAGSTADT
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Brian
J. Magstadt
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Chief
Financial Officer
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3
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