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): April 23, 2013

 

 

 

Simpson Manufacturing Co., Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware	1-13429	94-3196943
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	file number)	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

 

 

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))

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On April 25, 2013, Simpson Manufacturing Co., Inc. announced its first quarter 2013 results in a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Stockholders (“Annual Meeting”) was held on April 23, 2013. The following nominees were elected as directors by the votes indicated:

 

		Total Votes		Total Votes
		for Each		Withheld from		Broker		Term
Name		Director		Each Director		Non-Votes		Expires*
James S. Andrasick		40,289,375		1,730,426		2,668,477		2016
Gary M. Cusumano		37,815,287		4,204,514		2,668,477		2016
Peter N. Louras, Jr.		38,889,803		3,129,998		2,668,477		2016

 

 * The term expires on the date of the Annual Meeting in the year indicated.

 

The terms as directors of Thomas J Fitzmyers, Jennifer A. Chatman, Earl F. Cheit, Robin G. MacGillivray, Barclay Simpson and Barry Lawson Williams continued after the meeting.

 

The following proposals were also adopted at the Annual Meeting by the votes indicated:

 

Broker

For

Against

Abstain

Non-Votes

Re-approval of the Company’s amended

Executive Officer Cash Profit Sharing Plan

39,506,447

2,372,444

140,910

2,668,477

Ratification of the selection of

PricewaterhouseCoopers LLP as the

independent registered public accounting

firm of the Company for 2013

43,906,730

700,452

81,096

N/A

 

Our stockholders approved, in an advisory (non-binding) vote, the compensation of our Named Executive Officers. The result of the advisory (non-binding) vote on the compensation of our Named Executive Officers was as follows:

 

							Broker
	For		Against		Abstain		Non-Votes
	39,686,360		2,161,864		171,577		2,668,477

 

 

 

The following stockholder proposals were also adopted or rejected at the Annual Meeting by the votes indicated:

 

														Broker
		For				Against				Abstain				Non-Votes
Adoption of a majority voting standard			23,395,268				18,535,731				88,802				2,668,477
in Director elections
			13,522,398				27,334,273				1,163,130				2,668,477
Requirement to publish a report on sustainability

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.	Description
Exhibit 99.1	Press release dated April 25, 2013.

 

 

 

 

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: April 25, 2013	By:	/s/ BRIAN J. MAGSTADT
		Brian J. Magstadt Chief Financial Officer