PLEASANTON, Calif.,
Jan. 31, 2017 /PRNewswire/ -- Simpson
Manufacturing Co., Inc. (NYSE: SSD) today announced that it will
convene a special meeting of shareholders expected to be held on or
around March 28, 2017. The special
meeting will provide shareholders with the opportunity to vote on
proposals to amend the certificate of incorporation and the bylaws
of Simpson Manufacturing.
Specifically, shareholders will be asked 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 Simpson
Manufacturing's 2017 annual meeting of shareholders, and (2)
eliminate cumulative voting in the election of directors.
Simpson always welcomes the viewpoints of all of its
shareholders. Consistent with this commitment, the board is
submitting these proposals after extensive engagement, including
multiple conversations with shareholders representing more than 50
percent of shares outstanding. These constructive discussions
provided the board with feedback on the company's corporate
governance practices and executive compensation program.
Shareholders provided valuable input on several points, including
Simpson's classified board, shareholder rights plan, cumulative
voting, compensation program and compensation risk
policies.
In response to this feedback, the board took – and continues to
take – a number of actions to enhance its corporate governance
practices and executive compensation practices, including the
termination of its shareholder rights plan. In addition, the board
will submit to a vote to all shareholders those matters requiring
shareholder approval – specifically the declassification of the
board and the elimination of cumulative voting. The board
believes these actions demonstrate Simpson's steadfast commitment
to shareholder democracy and ensure that the board's decisions
reflect the consensus of a majority of its shareholders. Notably,
while Simpson's shareholders have indicated broad support for the
declassification of the board, the impact of such a
declassification heightens concurrent shareholder concerns
regarding the impact of cumulative voting – post-declassification
like this would result in shareholders holding only 11 percent of
its shares being able to unilaterally seat a director
candidate.
Additional meeting details will be included in the company's
forthcoming proxy statement, which will be mailed to all
shareholders eligible to vote at the special
meeting. Shareholders are not required to take any action at
this time.
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., (the "Company"), 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.
Contacts
Eric Savitz
esavitz@brunswickgroup.com
(415) 671-7676
Brian Baker
bbaker@brunswickgroup.com
(415) 671-7676
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SOURCE Simpson Manufacturing Co., Inc.