Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2024

Simpson Manufacturing Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-13429

94-3196943

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)

5956 W. Las Positas Boulevard, Pleasanton, CA 94588

(Address of principal executive offices)

(Registrant’s telephone number, including area code): (925) 560-9000


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	SSD	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 31, 2024 the Board of Directors (the “Board”) of Simpson Manufacturing Co., Inc. (the “Company”), upon recommendation of the Nominating and CSR Committee of the Board, appointed Angela Drake as an independent, non-employee director of the Company, effective on January 1, 2025. Concurrently with her appointment to the Board, Ms. Drake was appointed to serve on the Audit and Finance and the Compensation and Leadership Development Committees of the Board. The Board has determined that Ms. Drake 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 Ms. Drake and any other person pursuant to which Ms. Drake was selected to serve as a director of the Board. There are no relationships between Ms. Drake and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.

As a non-employee director of the Company, Ms. Drake 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 $42,789 on the date of grant, January 1, 2025. 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 January 3, 2025, the company issued a press release related to the appointment of Ms. Drake 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 January 3, 2025, issued by Simpson Manufacturing Co., Inc.
104						Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Simpson Manufacturing Co., Inc.

(Registrant)

DATE:

January 3, 2025

/s/ Cassandra Payton

Cassandra Payton

Executive Vice President, General Counsel

Simpson Manufacturing Co., Inc. 5956 W. Las Positas Boulevard Pleasanton, CA 94588 Phone: 800.925.5099 Fax: 925.847.1597 www.simpsonmfg.com DRAFT NEWS RELEASE FOR IMMEDIATE RELEASE Simpson Manufacturing Co. Announces the Appointment of Angela Drake to its Board of Directors Pleasanton, CA – January 3, 2025 –Simpson Manufacturing Co., Inc. (the “Company”) (NYSE: SSD), an industry leader in engineered structural connectors and building solutions, today announced the Company's Board of Directors (the "Board") has appointed Angela Drake as an independent director of the Company, effective on January 1, 2025. The Board has also appointed Ms. Drake to serve on its Audit and Finance and Compensation and Leadership Development Committees. "I am very pleased to welcome Ms. Drake to our Board given her extensive experience in financial leadership roles at leading manufacturing companies," said Phil Donaldson, Chair of Simpson's Board of Directors. "Angela is an accomplished professional with a proven track record in strategic planning, mergers and acquisitions, information technology, and budget and expense management. These attributes will be beneficial to Simpson as it bolsters its position as a leader in the building products space and continues to execute its key growth initiatives. We look forward to benefiting from Ms. Drake’s contributions to our Board." Ms. Drake brings nearly 30 years of experience in financial and business management. She has served as the Chief Financial Officer at The Toro Company (NYSE: TTC), a leading worldwide provider of innovative solutions for the outdoor environment including turf and landscape maintenance, snow and ice management, underground utility construction, rental and specialty construction, irrigation and outdoor lighting, since March 2023. Prior to her appointment as Chief Financial Officer, Ms. Drake held numerous leadership positions between April 2019 and March 2023, including Vice President of Finance, Vice President of Construction, and Senior Managing Director, Integration Co-Lead. Prior to joining The Toro Company, Ms. Drake served

Simpson Manufacturing Co., Inc. 5956 W. Las Positas Boulevard Pleasanton, CA 94588 Phone: 800.925.5099 Fax: 925.847.1597 www.simpsonmfg.com as the Chief Financial Officer, among other leadership roles, at Charles Machine Works, a privately held manufacturing company which was later acquired by The Toro Company. Ms. Drake also serves as a member of the board at First Bank & Trust Company. Ms. Drake is a Certified Public Accountant and holds a Bachelor of Science in Accounting from the University of Central Oklahoma. About Simpson Manufacturing Co., Inc. Simpson Manufacturing Co., Inc., headquartered in Pleasanton, California, through its subsidiaries, including Simpson Strong-Tie Company Inc., designs, engineers and is a leading manufacturer of wood construction products, including connectors, truss plates, fastening systems, fasteners and shear walls, and concrete construction products, including adhesives, specialty chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials. The Company primarily supplies its building product solutions to both the residential and commercial markets in North America and Europe. The Company's common stock trades on the New York Stock Exchange under the symbol "SSD." CONTACT: Addo Investor Relations investor.relations@strongtie.com (310) 829-5400

COVER PAGE	Dec. 31, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 31, 2024
Entity Registrant Name	Simpson Manufacturing Co., Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-13429
Entity Tax Identification Number	94-3196943
Entity Address, Address Line One	5956 W. Las Positas Boulevard
Entity Address, City or Town	Pleasanton
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94588
City Area Code	925
Local Phone Number	560-9000
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SSD
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000920371
Amendment Flag	false