Unassociated Document
 
 
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