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:
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1.
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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
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2.
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to
approve and adopt an amendment to the Company’s Certificate of Incorporation to eliminate the ability to exercise cumulative
voting in director elections.
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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:
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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;
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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
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A
group of no more than 20 shareholders may aggregate their shares to satisfy the above-described
ownership threshold.
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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.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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42,889,619
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39,387
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4,263
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N/A
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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.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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42,049,272
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879,330
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4,667
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N/A
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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.