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SSD > SEC Filings for SSD > Form 8-K on 28-Apr-2014All Recent SEC Filings




Change in Directors or Principal Officers, Submission of Matter

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

At its meeting on April 22, 2014, the Compensation and Leadership Development Committee of the Board of Directors of Simpson Manufacturing Co., Inc. (the "Company") approved the following changes to the compensation of independent directors and to Named Executive Officers:

The Company will pay an independent director serving as Chairman of the Board an annual fee of $56,500 in addition to his or her annual retainer. For 2014, this fee to be paid to Peter N. Louras, Jr. as Chairman of the Board will be prorated for three quarters of the year and will total $43,375.

A supplemental cost of living adjustment in the pre-tax amount of $3,500 per month will be paid to each of Roger Dankel, President of North American Sales, and Ricardo Arevalo, Chief Operating Officer, for a transitional period of 24 months beginning July 1, 2014. In addition, if either Mr. Dankel or Mr. Arevalo requires temporary housing associated with his relocation during this transitional period, the Company will maintain the required security deposit on a rental property.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders ("Annual Meeting") was held on April 22, 2014. The following nominees were elected as directors by the votes indicated:

                                                             Broker       Term
                         For        Against     Abstain    Non-Votes    Expires*

Thomas J Fitzmyers   38,090,264    3,111,007     62,806    2,517,994      2017
Karen Colonias       40,094,369    1,106,192     63,516    2,517,994      2017
Celeste Volz Ford    41,123,172       75,358     65,547    2,517,994      2017


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

The terms as directors of James S. Andrasick, Jennifer A. Chatman, Gary M. Cusumano, Peter N. Louras, Jr. and Robin G. MacGillivray continued after the meeting.

The following proposal was also adopted at the Annual Meeting by the vote indicated:

                                       For          Against        Abstain       Non-Votes

Ratification of the selection of
PricewaterhouseCoopers LLP as
the independent registered
public accounting firm of the
Company for 2014                   42,583,199      1,117,459         81,413         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:

        For        Against     Abstain    Non-Votes

    32,660,968    8,347,786    255,323    2,517,994

Item 8.01 Other Events

At its meeting held on April 22, 2014, the Company's Board of Directors appointed Peter N. Louras, Jr. to assume the role of Chairman of the Board, replacing Thomas J Fitzmyers, appointed Mr. Fitzmyers to the newly created role of Vice Chairman of the Board, and appointed directors to committees of the Board of Directors, as follows:

Compensation and Leadership Development Committee Jennifer A. Chatman, Chair
Celeste Volz Ford
Peter N. Louras, Jr.

Audit Committee
James S. Andrasick, Chair
Jennifer A. Chatman
Peter N. Louras, Jr.
Robin G. MacGillivray

Governance and Nominating Committee
Robin G. MacGillivray, Chair
James S. Andrasick
Jennifer A. Chatman

Acquisition and Strategy Committee
Gary M. Cusumano, Chair
James S. Andrasick
Karen Colonias
Thomas J Fitzmyers
Celeste Volz Ford
Peter N. Louras, Jr.
Robin G. MacGillivray

Growth Committee
Jennifer A. Chatman
Gary M. Cusumano
Peter N. Louras, Jr.
Robin G. MacGillivray

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