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 26, 2011
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:
| | o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2) |
| | o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | o 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 28, 2011, Simpson Manufacturing Co., Inc. announced its first quarter 2011 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 26, 2011. 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* |
| | | | | |
| Earl F. Cheit | 28,476,685 | 15,217,977 | 3,854,824 | 2014 |
| Thomas J Fitzmyers | 28,629,209 | 15,065,453 | 3,854,824 | 2014 |
| Barry Lawson Williams | 28,352,592 | 15,342,070 | 3,854,824 | 2014 |
______________
* The term expires on the date of the Annual Meeting in the year indicated.
The terms as directors of Barclay Simpson, Jennifer A. Chatman, Robin G. MacGillivray, Gary M. Cusumano and Peter N. Louras, Jr. continued after the meeting.
The following proposals were also adopted at the Annual Meeting by the votes indicated:
| | | | | Broker |
| Proposal | For | Against | Abstain | Non-Votes |
| | | | | |
| To approve the Simpson Manufacturing Co., Inc. 2011 Incentive Plan | 32,236,689 | 11,442,290 | 15,683 | 3,854,824 |
| | | | | |
| To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2011 | 46,484,913 | 1,039,053 | 25,520 | 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 |
| | | | | |
| | 43,148,204 | 515,296 | 31,162 | 3,854,824 |
Our stockholders recommended, in an advisory (non-binding) vote, to hold future advisory votes on the compensation of our Named Executive Officers annually. We will hold such a vote every year. The result of the advisory (non-binding) vote on the frequency of the future advisory votes on the compensation of our Named Executive Officers was as follows:
| | | | | | Broker |
| | 1 Year | 2 Years | 3 Years | Abstain | Non-Votes |
| | | | | | |
| | 40,219,635 | 25,263 | 3,409,328 | 40,436 | 3,854,824 |
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
Exhibit 99.1 Press release dated April 28, 2011.
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 28, 2011 | By: | /s/ KAREN COLONIAS | |
| | | Karen Colonias | |
| | | Chief Financial Officer | |
| | | | |
