SSD 8-K
Simpson Manufacturing Co., Inc. (SSD)
8-K
2024-12-17
For: 2024-12-17
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April 09, 2026
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 17, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||
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 7.01 | Regulation FD Disclosure. | ||||
Representatives of Simpson Manufacturing Co., Inc. (the “Company”) will be conducting governance-focused engagement with shareholders from time to time on or after December 17, 2024. A copy of the slide presentation they will use in their engagement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The slide presentation will be available on the Investor Relations page of the Company’s website at ir.simpsonmfg.com.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 expressly set forth by specific reference in such a filing.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, contains “forward-looking statements” within the meaning of the safe harbor provisions of the federal securities laws. It should be read in conjunction with the “Safe Harbor” statement contained in the Investor Presentation, the risk factors included in the Company’s periodic reports filed with the Securities and Exchange Commission and the other public announcements that the Company may make, by press release or otherwise, from time to time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 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: | December 17, 2024 | By | /s/ Brian J. Magstadt | |||||||||||
| Brian J. Magstadt | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
2
STRONG FOUNDATION. STRONGER FUTURE. Simpson Manufacturing Co., Inc. 2024 Off-Season Engagement Exhibit 99.1
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "outlook," "target," "continue," "predict," "project," "change," "result," "future," "will," "could," "can," "may," "likely," "potentially," or similar expressions. Forward-looking statements are all statements other than those of historical fact and include, but are not limited to, statements about future financial and operating results, our plans, objectives, business outlook, priorities, expectations and intentions, expectations for sales and market growth, comparable sales, earnings and performance, stockholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for services, share repurchases, our ongoing integration of ETANCO and recently acquired companies, our strategic initiatives, including the impact of these initiatives on our strategic and operational plans and financial results, and any statement of an assumption underlying any of the foregoing. Forward-looking statements are subject to inherent uncertainties, risks and other factors that are difficult to predict and could cause our actual results to vary in material respects from what we have expressed or implied by these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those expressed in or implied by our forward-looking statements include the effect of global pandemics such as the COVID-19 pandemic or other widespread public health crisis and their effects on the global economy, the effects of inflation and labor and supply shortages, on our operations, and the operations of our customers, suppliers and business partners, and our ongoing integration of ETANCO, as well as those discussed in the "Risk Factors" and " Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports we file with the SEC. We caution that you should not place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Readers are urged to carefully review and consider the various disclosures made in our reports filed with the SEC that advise of the risks and factors that may affect our business, results of operations and financial condition. 2 Safe Harbor
3(1) Above market top-line growth relative to U.S. housing starts. (2) Time frame represents January 1, 2021 to September 30, 2024. Investment Highlights Industry leader with strong business model, accelerating above market top-line growth(1), high brand recognition and trusted reputation Diversified product offerings and geographies with ~50% exposure to the U.S. housing market Leadership position in structural solutions for wood connections with significant opportunities in all addressable markets Industry-leading gross profit and operating margins with 11 consecutive years of EPS growth Strong balance sheet enables financial flexibility ~42% of free cash flow returned to stockholders since 2021(2)
4 Innovation leader A dedication to innovation through extensive research and development, academic partnerships, and state-of- the-art structural testing. Unparalleled availability & delivery Industry-leading product availability and delivery standards on our vast product offering across multiple distribution channels, with typical delivery within 24-48 hours. Longstanding relationships Our long-standing reputation, relationships and engagement with builders and distributors, engineers, building officials, and contractors to design safer, stronger structures and improve construction practices. Comprehensive service Best-in-class field support, technical expertise, digital tools, and training to make it easy to select, specify, purchase, and install our products. Broad portfolio of structural solutions An increasingly broad portfolio of products and software, and a commitment to developing complete solutions for the markets we serve. Impactful industry outreach A strong commitment to trades education and partnering with organizations that provide training and career opportunities to attract more people to the industry and alleviate labor shortages. Why Simpson? Our Customer-Centric Approach Our Strong Business Model Broad and Deep Product Offering(1) Wood Connection Products Wood connectors, shearwalls, connectors for cold-formed steel and structural steel Fastening Systems Fasteners for connectors, structural screws, decking screws, and productivity solutions Concrete Connection Products Mechanical and adhesive anchors, injection epoxies, carbon fiber strengthening products Integrated Component Systems Truss plates, engineered wood product connectors, truss and EWP design software Digital Solutions 50+ software and web applications for design, specification and estimating (1) Excluding ETANCO building envelope products only sold in Europe.
5 Our 5-Year Company Ambitions support our market focused approach to better serve our current customers and identify opportunities to reach new customers and product opportunities (1) Company ambitions announced at March 2021 Analyst & Investor day. (2) See slide 16 for Return on Invested Capital (ROIC) definition. Strategy Driving Growth Within End Use Markets 1 Strengthening our values-based culture 2 Being the business partner of choice 3 Striving to be an innovative leader in the markets we operate 4 Continuing above market growth relative to U.S. housing starts 5 Returning to the top quartile of our proxy peers for operating income margin 6 Longer-term, returning to the top quartile of our proxy peers for ROIC(2) 5-Year Company Ambitions(1) 5 Key End Use Markets in North America Investments within businesses in 5 key end use markets is driving above market performance
Mar-2021 Sep-2021 Mar-2022 Sep-2022 Mar-2023 Sep-2023 Mar-2024 Sep-2024 Simpson Manufacturing Dow Jones U.S. Building Materials & Fixtures Index S&P 500 Proxy Peer Average 6 Simpson has driven strong stockholder value creation, outperforming peers and the broader market, as it executes on its ambitions and growth strategy (1) TSR measured over the period March 23, 2021 (date of announcement of latest company ambitions) to December 2, 2024. (2) Proxy peer average includes: AOS, AAON, WMS, ALLE, AMWD, APOG, AWI, ATKR, AZEK, EXP, ROCK, JHX, LPX, PATK, NX, SUM, TREX. Disciplined Execution of Strategy is Driving Value Creation Proxy Peers(2): +49% DJUSBD: +78% SSD: +90% S&P 500: +64% TSR measured since Company ambitions announced in March 2021(1)
North America $1,716 Europe $481 Asia/Pacific $17 and Across Operating Segments 7 We are pleased with our continued strong performance, as evidenced by our ability to continue to grow both earnings and dividends (1) Chart represents annual dividends declared. Part of the 2013 dividend was accelerated due to uncertainty of changes to tax code in 2013. The dividend paid in December 2012 is included in 2013. Strong Business Drives Stockholder Value Our 2023 Sales by Product… ($ USD Millions) ($ USD Millions) EPS Dividends Per Share(1) $0.87 $1.05 $1.29 $1.38 $1.86 $1.94 $2.72 $2.98 $4.27 $6.12 $7.76 $8.26 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 $0.50 $0.50 $0.55 $0.62 $0.70 $0.81 $0.87 $0.91 $0.92 $0.98 $1.03 $1.07 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Wood Construction $1,882 Concrete Construction $321 Other $12
8 Our North America operations continue to outperform U.S. housing, and we are highly focused on accelerating above market volume growth beyond historical average performance while continuing to pursue top quartile profitability Accelerating Above Market Growth Total Company Revenue & Profitability Relative to U.S. Housing Starts North America Volume Relative to U.S. Housing Starts 2006 2010 2014 2018 2022 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8 2.0 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 $2,000 $2,200 H o u s in g S ta rts (M ) ($ M ) North America Net Sales Total Net Sales Gross Profit Income from Operations Housing Starts 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8 2.0 - 50 100 150 200 250 300 350 400 450 2015 2017 2019 2021 2023 H o u s in g S ta rts (M ) S a le s V o lu m e s North America Volume Housing Starts ~2.5% pts. on avg. above market ~8% pts. on avg. above market
• Instrumental in developing Simpson’s ambitions and leading the Company through its next phase of growth • Joined Simpson in November 2020 as Chief Operating Officer, and promoted to President and Chief Operating Officer in January 2022 • 22+ years in numerous leadership positions at Henkel, including as President and Head of Electronics and Industrial Division 9 Accomplished Executive Team Leads Simpson Udit Mehta Chief Technology Officer Michael Olosky, President & Chief Executive Officer (January 2023) Matt Dunn, Chief Financial Officer & Treasurer (January 2025) • Joined Simpson in June 2024 as Senior Vice President of Finance • 23+ years of experience in the financial management of numerous high-profile brands in leadership roles spanning corporate finance and strategy • Majority of career in Consumer Packaged Goods (12 years at Procter & Gamble; 6 years at Helen of Troy) (1) Mr. Dankel serving in role as Executive VP, North America Sales through December 31, 2024 and will remain employed as an Executive Advisor of the Company until June 30, 2025. (2) Mr. Magstadt serving in role as CFO and Treasurer through December 31, 2024 and will remain employed as an Executive Advisor of the Company until June 30, 2025. Over the past two years, our Board and CEO constructed an executive team of world-class leaders with strategic capabilities and values that align with Simpson’s core principles of doing business Michael Andersen Executive VP, Europe Phillip Burton Executive VP, North America Roger Dankel Executive Advisor (effective January 2025)(1) Jeremy Gilstrap Executive VP, Innovation Jennifer Lutz Executive VP, Human Resources Brian Magstadt Executive Advisor (effective January 2025)(2) Cassandra Payton Executive VP, General Counsel
4 13 Women 3 Racially Diverse 5 Men Diversity 1 2 10 Philip Donaldson Chairman Director Since: 2018 Executive Vice President & CFO, Andersen Corporation AF; CLD; CSA; N&CSR James Andrasick Director Since: 2012 Former CEO, Matson Navigation Company AF*; N&CSR Gary Cusumano Director Since: 2007 Retired Chairman, CEO and President, The Newhall Land and Farming Company N&CSR*; CLD; CSA; CLD*; CSA Celeste Volz Ford Director Since: 2014 Founder & Former CEO, Stellar Solutions Felica Coney Director Since: 2023 Vice President, Global Server Operations, Google, Inc. AF; CSA Chau Banks Director Since: 2023 Chief Information & Data Officer, The Clorox Company CLD; N&CSR Michael Olosky Director Since: 2023 President and CEO, Simpson Manufacturing CSA Committee Key: AF= Audit and Finance Committee; CLD = Compensation and Leadership Development Committee; CSA = Corporate Strategy and Acquisitions Committee; N&CSR = Nominating and CSR Committee; * = Committee Chair Recent refreshment of directors enriches the Board’s comprehensive mix of experience, knowledge and abilities that support the long-term interest of Simpson and our stockholders (1) Tenure statistics reflect board composition as of December 1, 2024. Strong Board Strengthened by Refreshment Refreshment of Directors • Commitment to thoughtful Board refreshment ensures continued alignment of collective skillsets with Simpson’s strategy • Most recently added Chau Banks and Felica Coney in June 2023 Refreshment of Independent Chairman • Philip Donaldson appointed Independent Chairman in May 2024 • Board leadership refreshed in connection with the Company’s regular Board and Committee composition review and rotation plan, and based on the recommendation of the Nominating & CSR Committee Refreshment of Committee Chairs • Committee leadership and assignments rotated periodically to ensure each committee has an appropriate mix of tenure and experience • Board refreshed all committees with new director chairs in May 2024 Kenneth Knight Director Since: 2021 Former President & CEO, Invitae Corporation CSA*; AF 4 2 2 Tenure >10 Years 5-10 Years <5 Years Diverse Board with Balance of Tenures(1)
11 The Board conducts an annual review of senior management succession in consultation with the CEO, and the Chairman leads the Board in an annual review of CEO, which includes an examination of potential permanent and interim candidates The Board regularly approves and maintains a process regarding CEO and key executive succession in the event of an emergency or the retirement or other temporary or permanent absence of the CEO or other key executives To assist the Board with succession planning, the CEO creates and periodically assesses (at least annually) a list of potential successors who may be able to perform key executives’ duties on an interim basis The Compensation and Leadership Development Committee oversees the succession planning process (including succession planning for emergencies) for the CEO and key executives, and as appropriate, evaluates potential candidates Spotlight on Oversight of Succession Planning and Leadership Development Active Board Oversight The full Board is responsible for risk oversight, and each committee assists the Board in discharging its risk oversight responsibility, including over the succession planning process Audit and Finance Committee Oversees management of risks related to financial statements, the financial reporting process and cybersecurity Compensation and Leadership Development Committee Oversees management of risks related to compensation policies and practices, employee benefit plans and the administration of equity plans, as well as succession and leadership development Nominating and CSR Committee Oversees management of risks related to governance of the company and the Board, including board and committee composition Corporate Strategy and Acquisitions Committee Oversees management of risks related to our corporate strategy and strategic acquisitions
Social Responsibility Striving to ensure everyone at our Company feels included and empowered, and equipping our employees with the tools and confidence to nurture themselves and their careers 12 We operate in an environmentally responsible manner to protect our employees, customers and communities while prioritizing an inclusive, equitable and diverse company Sustainability, Environmental and Social Responsibility Environmental Committed to continuously improving the efficiency of our resource use to lessen our impact, and designing and manufacturing products with environmental conservation in mind Manufacturing Facilities • GOAL: Minimize amount of total waste generated by manufacturing processes through companywide lean practices ✓ In 2023, determined the appropriate environmental stewardship practices at each of our facilities and are advancing toward their standardization Energy Conservation • GOAL: Improve energy efficiencies at facilities globally to ensure eco- friendly, cost-effective operations ✓ In 2023, successfully implemented various energy conservation initiatives across our operations Waste Reduction and Recycling • GOAL: Support the Circular Economy by minimizing our largest recognized waste stream and sending unused steel back upstream ✓ Continuously work to improve the design of our products to minimize scrap steel during the stamping process, reducing both costs and energy Sustainable Building Practices • GOAL: Support sustainable business practices through use of green building technology and non-toxic materials ✓ In 2023, completed testing on a 10-story mass-timber structure, paving the way for increased adoption of regenerative construction materials Diversity, Equity and Inclusion • GOAL: Foster diversity in our workforce and maintain representation of differing genders, ages, races, ethnicities, and abilities ✓ Partnering with DiversityJobs to promote our job postings, and recently established a promotion guide to ensure a fair and consistent approach Leadership & Development • GOAL: Ensure all employees have access to opportunities to grow and thrive in their careers with the Company ✓ In 2023, launched employee skills assessment and began creating meaningful development programs to ensure continued employee growth Human Capital Management • GOAL: Strengthen our values-based leadership and culture based on our Company value that Everybody Matters ✓ In 2023, formed partnership with Gallup to conduct our biannual Global Employee Engagement Survey Health and Safety • GOAL: Provide the highest standard of safety and create a healthy working environment ✓ In 2023, improved the global Total Recordable Incident Rate to 1.51, below the gold standard of recognized international experts
(1) Reflects program targets, not actual performance. Percentages may not add to 100% due to rounding. 13 2024 Target CEO Compensation Mix(1) Long Term Incentive 60% Long Term Incentive 65% Base Salary 17% CPS 17% 83% Performance-Based Our Compensation and Leadership Development Committee remains committed to tightly linking pay with performance and continuously evaluates our executive compensation program to ensure we continue to align ourselves with best practices Long- Term Incentive EOCPS 60% Annual Operating Income 2024 Program Design Salary Positioned at Market Competitive Levels 35% RSUs Pro-rata vesting over 3-years 65% PSUs Cliff vesting after 3-year performance 50% 3-year revenue growth following grant 50% 3-year ROIC following grant 40% Quarterly Operating Income +/-20% MBO Modifier based on financial, operating and human capital management goals directly aligning to Simpson’s strategic initiatives At our 2024 Annual Meeting of Stockholders, Simpson received strong support for our executive compensation program, with 99.5% of votes cast in favor of management Executive Compensation
14 Enhancements to our practices and policies and efforts taken to-date Governance Sustainability, Environmental and Social Responsibility • Separate Chair of the Board and CEO • Board comprised of majority independent directors • Commitment to Board refreshment (added two directors in 2023) • Conducts annual Board and Committee self-evaluations and reviews of director qualifications • Continued commitment to social responsibility and environmentally sustainable business practices, as highlighted in our 2023 Corporate Social Responsibility Report published in June 2024 • CSR developments in our 2023 report include: ‒ Enhanced our employee development program to promote retention and upward career mobility ‒ Partnered with Gallup to conduct our 2024 annual Global Employee Engagement Survey ‒ Developed three goals relating to diversity, equity and inclusion ‒ Set the goal to reduce our TRIR to below 1.5 by the end of 2024 ‒ Added an Innovation Pillar to our report Compensation • Disclose specific targets of the compensation program and how they tie to our strategy • Maintaining longer performance-based equity award performance periods • Double-trigger vesting of equity awards upon a change in control • Rigorous approach to establishing performance goals under the incentive plans Our Board remains committed to constructive engagement with our stockholders and regularly reviews and incorporates stockholder perspectives into our key practices Commitment to Strong Governance Practices To inform our practices, Simpson maintains a strong stockholder engagement program led by the Board and senior management In late 2023 and early 2024, we reached out to stockholders holding 72% O/S and conducted engagement with 36% O/S(1) (1) Outreach and engagement statistics based on shares outstanding as of January 30, 2024 reflecting 13F filings from CapIQ.
15 Appendix
Return on Invested Capital (“ROIC”) Definition 16 When referred to in this presentation, return on invested capital (“ROIC”) for a fiscal year is calculated based on (i) the net income of that year as presented in the Company’s consolidated statements of operations prepared pursuant to generally accepted accounting principles in the U.S. (“GAAP”), as divided by (ii) the average of the sum of total stockholders’ equity and total long-term debt, at the beginning of and at the end of such year, as presented in the Company’s consolidated balance sheets prepared pursuant to GAAP for that applicable year. As such, the Company’s ROIC, a ratio or statistical measure, is calculated using exclusively GAAP financial measures.