Additional Proxy Soliciting Materials (definitive) (defa14a)
March 28 2017 - 4:37PM
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):
March 28, 2017
Simpson
Manufacturing Co., Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
1-13429
|
|
94-3196943
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
file number)
|
|
(I.R.S.
Employer
Identification No.)
|
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:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
R
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item
5.03 Amendments to Articles of Incorporation and Bylaws; Change in Fiscal Year
Declassification
of the Board and Elimination of Cumulative Voting
On
March 28, 2017, a special meeting of the shareholders of Simpson Manufacturing Co, Inc. (the “Company”) was held at
the Company’s home office located at 5956 W. Las Positas Blvd., Pleasanton, California 94588 (the “Special Meeting”),
for the shareholders to vote on the following proposals:
|
1.
|
to
approve and adopt an amendment to the Company’s Certificate of Incorporation to declassify the Company’s Board
of Directors (the “Board”) over a three-year period and provide that directors who are up for election be elected
for one-year terms beginning at the Company’s 2017 annual meeting of the shareholders (the “2017 Annual Meeting”);
and
|
|
2.
|
to
approve and adopt an amendment to the Company’s Certificate of Incorporation to eliminate the ability to exercise cumulative
voting in director elections.
|
The
foregoing proposals were the only proposals to be acted upon at the Special Meeting. For information regarding such proposals,
see the Company’s definitive proxy statement filed with the U.S. Securities Exchange Commission (the “SEC”)
by the Company on February 23, 2017 with respect to the Special Meeting. As reported in Item 5.07 of this Current Report on Form
8-K, each of the foregoing proposals was adopted and approved by the shareholders at the Special Meeting.
Immediately
after the Special Meeting, on March 28, 2017, the Company filed a Certificate of Amendment of the Company’s Certificate
of Incorporation (implementing each of the foregoing proposals as adopted at the Special Meeting) with the Delaware Secretary
of State (the “Certificate of Amendment”). A copy of such Certificate of Amendment, as filed with the Delaware Secretary
of State, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The
Board previously approved and adopted an amendment to the Company’s Bylaws (the “Bylaws”), conditioned on the
approval and adoption by the shareholders at the Special Meeting of each of the foregoing proposals to amend the Certificate of
Incorporation, for the provisions of the Bylaws to be in conformity with the Company’s Certificate of Incorporation as amended
by such proposals (the “Conforming Amendment”).
Proxy
Access
In
keeping with its commitment to provide proxy access to qualifying shareholders, in addition to the Conforming Amendment, the Board
approved another amendment to the Bylaws, effective on March 28, 2017, to add a proxy access bylaw. The proxy access bylaw, as
a new Article II, Section 9 of the Bylaws, provides a means for the Company’s shareholders to request shareholder-nominated
director candidates to be included in the Company’s proxy materials, provided that the shareholders and their nominees satisfy
the eligibility, procedural and other requirements specified in the proxy access bylaw, including the following:
|
●
|
The
total number of shareholder nominees for election to the Board to be included in the
Company’s proxy materials for an annual meeting of the shareholders shall not exceed
the greater of (i) two, or (ii) 20% (rounded down) of the total number of directors of
the Board then in office;
|
|
|
|
|
●
|
Only
shareholders who have continuously held a number of shares representing at least 3% of
the outstanding shares of common stock of the Company, $0.01 par value per share (the
“Common Stock”), for at least three years as of both the record date of the
annual meeting for which the Company’s proxy materials are being sent and the date
of their nomination notice to the Company may have the ability to request the Company
to include their director nominations in such proxy materials; and
|
|
|
|
|
●
|
A
group of no more than 20 shareholders may aggregate their shares to satisfy the above-described
ownership threshold.
|
Pursuant
to the proxy access bylaw, the notice period for exercising proxy access rights has already passed for the 2017 Annual Meeting.
The Company’s shareholders will therefore be able to exercise proxy access rights for the first time at the 2018 annual
meeting of the shareholders.
The
Board also approved contain conforming changes to Article II, Section 5 of the Bylaws to reflect the inclusion of the proxy access
bylaw (such changes, together with the proxy access bylaw, the “Proxy Access Amendment”).
The
Bylaws, as amended and restated by the Conforming Amendment and the Proxy Access Amendment (the “Amended & Restated
Bylaws”), became effective immediately upon the filing of the Certificate of Amendment with the Delaware Secretary of State.
The Amended & Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
The
foregoing paragraphs are a summary of the terms of the amendments to the Certificate of Incorporation and the Amended & Restated
Bylaws. Such summary does not purport to be complete and is qualified in its entirety by reference to the Company’s Certificate
of Incorporation, as amended by the Certificate of Amendment, and the Amended & Restated Bylaws.
Item
5.07 Submission of Matters to a Vote of Security Holders
As
reported in Item 5.03 of this Current Report on Form 8-K, on March 28, 2017, the Special Meeting was held for the shareholders
to vote on the foregoing proposals to (1) declassify the Board over a three-year period, and (2) eliminate the ability to exercise
cumulative voting in the election of directors.
At the close of business on February
28, 2017, the record date for purposes of determining the shareholders entitled to receive notice of and vote at the Special Meeting,
47,652,058 shares of Common Stock, were outstanding and entitled to vote. 42,933,269 shares of Common Stock were represented in
person or by proxy at the Special Meeting and, therefore, a quorum was present. The number of shares voted for or against, as well
as abstentions and broker non-votes, if applicable, with respect to each proposal presented at the Special Meeting is set forth
below:
Proposal 1: To approve and adopt the
amendment to the Company’s Certificate of Incorporation to declassify the Board of Directors.
|
FOR
|
|
|
|
AGAINST
|
|
|
|
ABSTAIN
|
|
|
|
BROKER
NON-VOTE
|
|
|
42,889,619
|
|
|
|
39,387
|
|
|
|
4,263
|
|
|
|
N/A
|
|
The
proposal was approved, having received “for” votes from a majority of the outstanding shares of Common Stock entitled
to vote at the Special Meeting.
Proposal 2: To approve and adopt the
amendment to the Company’s Certificate of Incorporation to eliminate the ability to exercise cumulative voting in director
elections.
|
FOR
|
|
|
|
AGAINST
|
|
|
|
ABSTAIN
|
|
|
|
BROKER
NON-VOTE
|
|
|
42,049,272
|
|
|
|
879,330
|
|
|
|
4,667
|
|
|
|
N/A
|
|
The
proposal was approved, having received “for” votes from a majority of the outstanding shares of Common Stock entitled
to vote at the Special Meeting.
Item
8.01 Other Events
On
March 28, 2017, the Company issued a press release announcing the results of the Special Meeting and the implementation of the
amendments to the Certificate of Incorporation and the Amended & Restated Bylaws referenced in Item 5.03 hereto, and such
press release is filed herewith as Exhibit 99.1.
Important
Additional Information
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 2017 Annual Meeting. The Company has
filed a preliminary proxy statement and proxy card with the SEC, and intends to file a definitive proxy statement and proxy card
with the SEC, in connection with any such solicitation of proxies from Company shareholders with respect to the 2017 Annual Meeting.
COMPANY SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY
BECOME AVAILABLE 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 preliminary proxy statement for the 2017 Annual Meeting (and any amendments or supplements thereto) and its
2016 Annual Report on Form 10-K for the year ended December 31, 2016. Information regarding the identity of participants, and
their direct or indirect interests in the matters to be considered at the 2017 Annual Meeting, by security holdings or otherwise,
will be set forth in the definitive proxy statement and other materials filed by the Company with the SEC. Shareholders will be
able to obtain the Company’s preliminary and definitive proxy statements with respect to the 2017 Annual Meeting, any amendments
or supplements to such proxy statements 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.
Item
9.01. Financial Statements and Exhibits.
3.1
|
Certificate
of Amendment of Certificate of Incorporation of Simpson Manufacturing Co., Inc., as filed with the Delaware Secretary of State.
|
3.2
|
Amended
& Restated Bylaws of Simpson Manufacturing Co., Inc., as amended through March 28, 2017.
|
99.1
|
Press
Release dated March 28, 2017.
|
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:
March 28, 2017
|
By
|
/s/
BRIAN J. MAGSTADT
|
|
|
Brian
J. Magstadt
|
|
|
Chief
Financial Officer
|
5
Simpson Manufacturing (NYSE:SSD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Simpson Manufacturing (NYSE:SSD)
Historical Stock Chart
From Jul 2023 to Jul 2024