SSD 8-K
Simpson Manufacturing Co., Inc. (SSD)
8-K
2023-06-05
For: 2023-06-01
View Original
Added on
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): June 1, 2023
(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 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 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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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: | June 5, 2023 | By | /s/ Brian J. Magstadt | |||||||||||
| Brian J. Magstadt | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
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Simpson Manufacturing Co., Inc. 5956 W. Las Positas Boulevard Pleasanton, CA 94588 Phone: 800.925.5099 Fax: 925.847.1597 www.simpsonmfg.com NEWS RELEASE FOR IMMEDIATE RELEASE SIMPSON MANUFACTURING CO., INC. ANNOUNCES THE APPOINTMENT OF CHAU BANKS AND FELICA CONEY TO ITS BOARD OF DIRECTORS Pleasanton, CA – June 5, 2023 – 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 Chau Banks and Felica Coney as independent directors of the Company, effective on June 1, 2023. The Board has also appointed Ms. Banks to serve on its Audit and Finance Committee and its Compensation and Leadership Development Committee; and has appointed Ms. Coney to serve on its Audit and Finance Committee and its Corporate Strategy and Acquisitions Committee. “I am delighted to have Ms. Banks and Ms. Coney enrich our Board with their diverse skillsets and core strengths which align well with Simpson’s growth oriented approach,” commented James Andrasick, Chair of Simpson’s Board of Directors. “Ms. Banks has an impressive background as a C‐level executive at leading consumer products companies, helping to build and scale their eCommerce units. Ms. Banks also brings in‐depth knowledge of digital infrastructure, omnichannel go to market strategies and data analytics. She is at the forefront of digital enterprise transformation programs including CRM, ERP and analytics capability improvements. Ms. Coney is an accomplished professional with a proven track record in delivering world‐class operations and leading end‐to‐end supply chain transformations. Her expertise lies in implementing lean operational strategies, fostering high‐performing cultures and leveraging innovation. With experience across technology, aerospace and consumer‐ focused public companies, she brings extensive knowledge in improving operations, implementing machine learning and integrating digital technologies for operational excellence. Both Ms. Coney’s and Ms. Banks’ wealth of experience and knowledge will be integral to Simpson as it continues to pursue its key growth initiatives.” Exhibit 99.1
Simpson Manufacturing Co., Inc. 5956 W. Las Positas Boulevard Pleasanton, CA 94588 Phone: 800.925.5099 Fax: 925.847.1597 www.simpsonmfg.com Ms. Banks is currently serving as the Chief Information and Data Officer at The Clorox Company, an American global manufacturer and marketer of consumer and professional products, a role she has held since 2020. Prior to that, Ms. Banks was Chief Technology and Digital Officer, at Revlon, Inc. from 2018 to 2020, and was Executive Vice President, Chief Information Officer and Channel Integration, at New York & Company from 2013 to 2017. Prior to that, Ms. Banks held management positions at Coach from 2010 to 2013 and Abercrombie & Fitch from 2008 to 2010. Ms. Banks also serves as a board member of NextUp, a non‐profit organization. Ms. Banks holds a Bachelor’s Degree in Management, Operations and Logistics from Florida State University. Ms. Coney is currently serving as Vice President at Google, Inc., an American multinational technology company focusing on artificial intelligence, online advertising, search engine technology, cloud computing, computer software, quantum computing, e‐commerce, and consumer electronics, a role she has held since 2021. Most recently, Ms. Coney expanded her responsibilities at Google, Inc. as the Vice President of Global Server Operations. Prior to that, Ms. Coney was Vice President, Walmart Supply Chain ‐ Southeast Division, at Walmart Inc. from 2019 to 2021; and held Vice President positions at Collins Aerospace, overseeing operations, quality, and environment, health and safety for different divisions within the company, from 2018 to 2019. Prior to that, Ms. Coney held various management positions at The Procter & Gamble Company from 1993 to 2017. Ms. Coney also serves as a member of the North Carolina A&T Engineering Advisory Board and as a member of the Albert Lepage Center for DEI. Ms. Coney holds a Bachelor’s Degree in Civil Engineering from Southern University Agricultural & Mechanical College. 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 high quality wood and concrete construction products designed to make
Simpson Manufacturing Co., Inc. 5956 W. Las Positas Boulevard Pleasanton, CA 94588 Phone: 800.925.5099 Fax: 925.847.1597 www.simpsonmfg.com structures safer and more secure. Our products are designed to perform at high levels and be easy to use and cost‐effective for customers. Our wood construction products are used in light‐ frame construction and include connectors, truss plates, fastening systems, fasteners and pre‐ fabricated lateral resistive systems. Our concrete construction products are used in concrete, masonry and steel construction and include adhesives, chemicals, mechanical anchors, carbide drill bits, powder actuated tools, fiber reinforced materials and other repair products used for protection and strengthening. We market our products to the residential construction, light industrial and commercial construction, remodeling and do‐it‐yourself markets domestically in North America, primarily in the United States, and Europe internationally. We also provide engineering services in support of some of our products and increasingly offer design and other software that facilitates the specification, selection and use of our products. The Company's common stock trades on the New York Stock Exchange under the symbol "SSD." CONTACT: Addo Investor Relations [email protected] (310) 829‐5400