Item 5.02 Departure of Directors or Certain Officers: Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 1, 2023 the Board of Directors (the "Board") of Simpson Manufacturing
Co., Inc. (the "Company"), upon recommendation of the Nominating and ESG
Committee of the Board, appointed Chau Banks and Felica Coney as independent,
non-employee directors of the Company, effective on June 1, 2023. Concurrently
with their appointment to the Board, Ms. Banks and Ms. Coney were appointed to
serve on the Audit and Finance Committee of the Board; Ms. Banks was also
appointed to serve on the Compensation and Leadership Development Committee of
the Board; and Ms. Coney was also appointed to serve on the Corporate Strategy
and Acquisitions Committee of the Board. The Board has determined that each of
Ms. Banks and Ms. Coney meet the independence requirements under the rules and
regulations of the New York Stock Exchange and Rule 10A-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
There are no understandings or arrangements between Ms. Banks or Ms. Coney and
any other person pursuant to which Ms. Banks and Ms. Coney were selected to
serve as directors of the Board. There are no relationships between Ms. Banks or
Ms. Coney and the Company or any of its subsidiaries that would require
disclosure pursuant to Item 404(a) of Regulation S-K.
As non-employee directors of the Company, Ms. Banks and Ms. Coney will be
eligible to receive the standard compensation paid by the Company to its
non-employee directors, as described in the Company's annual proxy statement and
shall receive a pro-rated annual equity award of restricted stock units valued
at $103,658 on the date of grant, June 1, 2023. Additionally, the Company
purchases and maintains directors' and officers' liability insurance for, and
provides indemnification to, each member of the Board.
Item 7.01 Regulation FD Disclosure
On June 5, 2023, the company issued a press release related to the appointment
of Ms. Banks and Ms. Coney to the Company's Board of Directors. A copy of the
press release is attached as Exhibit 99.1 and incorporated by reference into
this Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not
be deemed "filed" for the purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
references in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated June 5, 2023, issued by Simpson Manufacturing Co.,
Inc.
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