Item 5.07
Submission of Matters to a Vote of Security Holders
On May 16, 2017, an annual 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 “Annual Meeting”), for the shareholders to vote on the following proposals:
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Proposal 1:
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To elect three directors, each to hold office until the 2018 annual meeting or until his or her successor has been duly elected and qualified.
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Proposal 2:
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To approve the Company’s amended Executive Officer Cash Profit Sharing Plan.
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Proposal 3:
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To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the current fiscal year.
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Proposal 4:
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To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers.
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Proposal 5:
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To approve, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.
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The foregoing proposals were the only proposals to be acted upon at the Annual Meeting. For information regarding such proposals, see the Company’s definitive proxy statement filed with the U.S. Securities Exchange Commission by the Company on April 11, 2017, with respect to the Annual Meeting.
At the close of business on March 24, 2017, the record date for the Annual Meeting, there were 47,654,309 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting (“Common Stock”). As the holders of 45,727,325 shares of Common Stock, having a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote at any meeting of the Company’s shareholders, were represented in person or by proxy at the Annual Meeting, a quorum was present.
Each of the foregoing proposals was adopted and approved by the shareholders at the Annual Meeting. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each of Proposals 1-4 presented at the Annual Meeting, including a separate tabulation with respect to each director nominee for office, and the number of votes cast for each of 1 year, 2 years, and 3 years, as well as the number of abstentions and broker non-votes, with respect to Proposal 5, are set forth below:
Proposal 1
: Election of Directors.
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Broker
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Term
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For
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Against
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Abstain
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Non-Votes
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Expires*
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Karen Colonias
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40,211,256
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2,383,558
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8,476
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5,051,019
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2018
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Celeste Volz Ford
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40,200,815
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2,377,913
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24,562
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5,051,019
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2018
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Michael A. Bless
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42,140,298
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454,120
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8,872
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5,051,019
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2018
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* The term expires on the date of the Company's 2018 annual meeting of shareholders.
Following the Annual Meeting, Thomas J Fitzmyers retired from the Company’s Board of Directors (the “Board”) at the end of his current term. Pursuant to the Company’s Certificate of Incorporation, the terms of the Company’s continuing directors Jennifer A. Chatman and Robin G. MacGillivray will expire at the Company’s 2018 annual meeting of the shareholders or until their successors have been duly elected and qualified, and the terms of the Company’s continuing directors Peter N. Louras, Jr., James S. Andrasick and Gary M. Cusumano will expire at the Company’s 2019 annual meeting of the shareholders or until their successors have been duly elected and qualified.
Proposal 2:
Approval of the Company’s amended Executive Officer Cash Profit Sharing Plan.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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41,961,519
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620,650
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21,121
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5,051,019
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Proposal 3:
Ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2017.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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45,714,088
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12,220
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1,017
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Proposal 4:
Approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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40,725,124
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1,859,667
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18,499
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5,051,019
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Proposal 5:
Approval, on an advisory, non-binding basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.
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1 Year
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2 Years
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3 Years
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ABSTAIN
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BROKER NON-VOTES
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36,287,397
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8,897
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6,287,688
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19,308
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5,051,019
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The Company will include a shareholder vote on the compensation of its named executive officers in its proxy materials and hold such a vote every year until the occurrence of the next vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers pursuant to section 14A(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1(a)(2)).