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.
104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)


                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses