PLEASANTON, Calif., Feb. 23, 2017 /PRNewswire/ -- Simpson
Manufacturing Co. Inc. (NYSE: SSD) today announced that its board of directors has committed to amend the company's bylaws to
implement "proxy access," reflecting the board's commitment to best practices in corporate governance and taking actions in line
with shareholder feedback.
The company said the board has committed to adopt the measure following a special meeting of shareholders scheduled for
March 28, 2017. The proxy access bylaw will provide that a shareholder or group of not more than 20
shareholders owning at least three percent of the outstanding shares for at least three years will have the right to nominate two
directors or 20 percent of the board, whichever is greater.
"Proxy access is a practice we have closely followed and discussed with our shareholders. Following a vote on the proposals we
have put forth at the special meeting, proxy access is the natural next step in our steadfast and ongoing commitment to giving
shareholders a voice," said Simpson Manufacturing Chairman Peter Louras, Jr.
Simpson continues to proactively take steps to enhance its corporate governance and executive compensation practices, in line
with shareholder feedback and best practices. At the upcoming special meeting, shareholders will have the opportunity to vote on
the board's proposals to both declassify the board of directors and to eliminate cumulative voting in the election of directors.
Proxy access will be implemented regardless of the outcome of the two votes at the special meeting.
Details on that meeting can be found in the proxy statement filed with the SEC. Shareholders are not required to take any
action at this time.
About Simpson Manufacturing Co. Inc.
Simpson Manufacturing Co., Inc., headquartered in Pleasanton, California, through its
subsidiary, Simpson Strong-Tie Company Inc., designs, engineers and is a leading manufacturer of wood construction products,
including connectors, truss plates, fastening systems, fasteners and shearwalls, and concrete construction products, including
adhesives, specialty chemicals, mechanical anchors, powder actuated tools and fiber reinforcing materials. The Company's common
stock trades on the New York Stock Exchange under the symbol "SSD."
Important Additional Information
Simpson Manufacturing Co., Inc. (the "Company), its directors and certain of its executive officers and other employees will
be deemed to be participants in the solicitation of proxies from Company shareholders in connection with the matters to be
considered at the Company's Special Meeting scheduled to be held on March 28, 2017 (the "Special
Meeting"). The Company has filed a definitive proxy statement and proxy card with the U.S. Securities and Exchange Commission
(the "SEC") in connection with any such solicitation of proxies from Company shareholders. COMPANY SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Information
regarding the ownership of the Company's directors and executive officers in Company stock, restricted stock units and options is
included in the Company's SEC filings on Forms 3, 4, and 5, which can be found through the Company's website www.simpsonmfg.com in the section "Investor Relations" or through
the SEC's website at www.sec.gov. Information can also be found in the Company's
other SEC filings, including the Company's definitive proxy statement for its 2016 annual meeting of shareholders and its 2016
Annual Report on Form 10-K for the year ended December 31, 2015. Information regarding the
identity of participants, and their direct or indirect interests in the matters to be considered at the Special Meeting, by
security holdings or otherwise, is set forth in the definitive proxy statement and other materials filed by the Company with the
SEC. Shareholders can obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the SEC's website at www.sec.gov . Copies are also available at no charge at the Company's website at http://www.simpsonmfg.com , by writing to the Company at 5956
W. Las Positas Blvd., Pleasanton, CA 94588, or by calling the Company's proxy solicitor
D.F. King at (212) 269-5550.
Contacts
Eric Savitz
esavitz@brunswickgroup.com
(415) 671-7676
Brian Baker
bbaker@brunswickgroup.com
(415) 671-7676
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SOURCE Simpson Manufacturing Co. Inc.