Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 21, 2021 the Board of Directors (the "Board") of Simpson Manufacturing
Co., Inc. (the "Company"), upon recommendation of the Nominating and Governance
Committee of the Board, appointed Kenneth Knight as an independent, non-employee
director of the Company, effective on June 21, 2021. Concurrently with his
appointment to the Board, Mr. Knight was appointed to serve on the Audit and
Finance Committee of the Board. The Board has determined that Mr. Knight meets
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 Mr. Knight and any other
person pursuant to which Mr. Knight was selected to serve as a director of the
Board. There are no relationships between Mr. Knight and the Company or any of
its subsidiaries that would require disclosure pursuant to Item 404(a) of
As a non-employee director of the Company, Mr. Knight 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
$82,507 on the date of grant, June 21, 2021. 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 22, 2021, the company issued a press release related to the appointment
of Mr. Knight 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
Exhibit No. Description
99.1 Press Release, dated June 22, 2021, issued by Simpson Manufacturing Co.,
104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
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