PLEASANTON, Calif.,
Feb. 23, 2017 /PRNewswire/
-- Simpson Manufacturing Co. Inc. (NYSE: SSD) today announced
that its board of directors has committed to amend the company's
bylaws to implement "proxy access," reflecting the board's
commitment to best practices in corporate governance and taking
actions in line with shareholder feedback.
The company said the board has committed to adopt the measure
following a special meeting of shareholders scheduled for
March 28, 2017. The proxy access
bylaw will provide that a shareholder or group of not more than 20
shareholders owning at least three percent of the outstanding
shares for at least three years will have the right to nominate two
directors or 20 percent of the board, whichever is greater.
"Proxy access is a practice we have closely followed and
discussed with our shareholders. Following a vote on the proposals
we have put forth at the special meeting, proxy access is the
natural next step in our steadfast and ongoing commitment to giving
shareholders a voice," said Simpson Manufacturing Chairman
Peter Louras, Jr.
Simpson continues to proactively take steps to enhance its
corporate governance and executive compensation practices, in line
with shareholder feedback and best practices. At the upcoming
special meeting, shareholders will have the opportunity to vote on
the board's proposals to both declassify the board of directors and
to eliminate cumulative voting in the election of directors. Proxy
access will be implemented regardless of the outcome of the two
votes at the special meeting.
Details on that meeting can be found in the proxy statement
filed with the SEC. 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 and other employees will be
deemed to be participants in the solicitation of proxies from
Company shareholders in connection with the matters to be
considered at the Company's Special Meeting scheduled to be held on
March 28, 2017 (the "Special
Meeting"). The Company has filed a definitive 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 shareholders. COMPANY SHAREHOLDERS ARE STRONGLY ENCOURAGED
TO READ THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD
AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the
ownership of the Company's directors and executive officers in
Company stock, restricted stock units and options is included in
the Company's SEC filings on Forms 3, 4, and 5, which can be found
through the Company's website www.simpsonmfg.com in the section
"Investor Relations" or through the SEC's website at www.sec.gov.
Information can also be found in the Company's other SEC filings,
including the Company's definitive proxy statement for its 2016
annual meeting of shareholders and its 2016 Annual Report on Form
10-K for the year ended December 31,
2015. Information regarding the identity of participants, and
their direct or indirect interests in the matters to be considered
at the Special Meeting, by security holdings or otherwise, is set
forth in the definitive proxy statement and other materials filed
by the Company with the SEC. Shareholders can obtain the definitive
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 are also
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.