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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-02-28 · 29 added, 25 removed, 93 unchanged (37% of the section changed)

16 unchanged sentences

Grant Thornton LLP, an independent registered public accounting firm that audited the Company’s Consolidated Financial Statements, has also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, as stated in their report included in the Company’s Consolidated Financial Statements.

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the three months ended December 31, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the year ended December 31, 2022, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting except that on April 1, 2022, the Company acquired ETANCO.

As a result, the Company is currently integrating ETANCO's operations into its overall internal controls over financial reporting.

In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our management’s evaluation of internal control over financial reporting excluded the internal control activities at ETANCO, which we acquired on April 1, 2022, as discussed in Note 3, “Acquisitions,” to the Consolidated Financial Statements.

During the year ended 2022, ETANCO contributed approximately $ 212.6 million to the Company’s consolidated revenue.

As of December 31, 2022, our total assets included approximately $ 955.1 million which were specifically attributable to ETANCO.

We have included the financial results of ETANCO in the consolidated financial statements from the date of acquisition.

Other Information.

Directors, Executive Officers and Corporate Governance.

The information required by this Item will be contained in the Company’s proxy statement for the 2022 Annual Meeting of Stockholders to be held on Wednesday, May 4, 2022, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2021, which information is incorporated herein by reference.

The information required by this Item will be contained in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders to be held on Wednesday, April 26, 2023, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2022, which information is incorporated herein by reference.

Executive Compensation.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Certain Relationships and Related Transactions, and Director Independence.

Principal Accounting Fees and Services.

Exhibits and Financial Statement Schedules.

15 unchanged sentences

3.1 Certificate of Incorporation of Simpson Manufacturing Co., Inc.

is incorporated by reference to Exhibit 3.1 of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.

3.2 Certificate of Amendment of Certificate of Incorporation of Simpson Manufacturing Co., Inc.

is incorporated by reference to Exhibit 3.1 of its Current Report on Form 8-K dated March 28, 2017.

, as amended, is incorporated by reference to Exhibit 3.1 of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 .

3.2 Amended and Restated Bylaws of Simpson Manufacturing Co., Inc., as amended, are incorporated by reference to Exhibit 3.2 of its Current Report on Form 8-K dated March 28, 2017.

3 unchanged sentences

*Management contract or compensatory plan or arrangement.

10.2 Credit Agreement, dated as of July 27, 2012 (the “2012 Credit Agreement”), among Simpson Manufacturing Co., Inc., as Borrower, Wells Fargo Bank, National Association (“Wells Fargo”), MUFG Union Bank, N.A.

(f/k/a Union Bank, N.A.), HSBC Bank USA, N.A., and Bank of Montreal, as Lenders, Wells Fargo in its separate capacities as Swing Line Lender and L/C issuer and as Administrative Agent, and Simpson Strong-Tie Company Inc., and Simpson Strong-Tie International, Inc.

as Guarantors, is incorporated by reference to Exhibit 10.1 of Simpson Manufacturing Co., Inc.’s Current Report on Form 8-K dated August 1, 2012.

10.3 Second Amendment to the 2012 Credit Agreement, dated as of July 25, 2016, among the Company, as Borrower, Wells Fargo Bank, National Association (“Wells Fargo”), MUFG Union Bank, N.A.

as Guarantors, which Second Amendment incorporates and supersedes the First Amendment to the Credit Agreement dated December 8, 2015, is incorporated by reference to Exhibit 10.1 of Simpson Manufacturing Co., Inc.’s Current Report on Form 8-K dated July 25, 2016.

10.4 Third Amendment to Credit Agreement, dated as of May 21, 2020, among the Company, as Borrower, Simpson Strong-Tie Company Inc.

and Simpson Strong-Tie International, Inc., as Guarantors, the several financial institutions party to the Agreement, as Lenders, and Well Fargo Bank, National Association, in its separate capacities as Swing Line Lender and L/C Issuer and as Administrative Agent, is incorporated by reference to Exhibit 10.1 of Simpson Manufacturing Co., Inc.’s Current Report on Form 8-K dated May 21, 2020.

10.5 Fourth Amendment to Credit Agreement, dated as of July 12, 2021, among the Company, as Borrower, Simpson Strong-Tie Company Inc.

and Simpson Strong-Tie International, Inc., as Guarantors, the several financial institutions party to the Agreement, as Lenders, and Well Fargo Bank, National Association, in its separate capacities as Swing Line Lender, L/C Issuer and as Administrative Agent is incorporated by reference to Exhibit 10.1 of Simpson Manufacturing Co., Inc.’s Current Report on F orm 8-K dated July 12, 2021.

10.2 Amended and Restated Credit Agreem ent among the Compan y, the subsidiaries of the C ompa ny party thereto as guara ntor s, the lenders party thereto, Wells Far go Bank, National Association, as administrative agent, and the other parties party thereto is incorporate d by reference to E xhibit 10.1 of the Company 's C urrent Report on Form 8- K filed April 4, 2022 .

10.3 Securit ies Purchase Agreement by and between Simpson Strong-Tie Eu rope, Simpson Manufac turing Co., Inc ., on the one hand and the sellers identified herein, on the other hand, with respect to F ixco Invest, dated January 26, 2022 is incorporated by reference to E xhibit 2 .1 of the Company's Current Report on Form 8-K filed on January 31, 2022 .

10.4 Amendment No .

1 to the Securities Purchase Agreement by and between Simpson Strong -Tie Europe, Simpson Manufactu ring Co.

, Inc., on th e other hand, and t he sellers identified therein , on the other hand , with respect to Fixco Invest, dated March 17, 2022 is incorporated by reference to Exhibit 10.2 of the Company 's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 .

10.5* Simpson Manufacturing Co., Inc.

8 unchanged sentences

10.8* Form of Simpson Manufacturing Co., Inc.

Director Time Based Restricted Stock Unit Agreement is filed herewith .

Director Time Based Restricted Stock Unit Agreement is incorporated by reference to Exhibit 10.

9 of its Annual Report on Form 10-K dated February 28, 20 2 2 .

*Management contract or compensatory plan or arrangement.

10.9* Form of Simpson Manufacturing Co., Inc.

Performance Based Restricted Stock Unit Agreement is filed herewith.

Performance Based Restricted Stock Unit Agreement is incorporated by reference to Exhibit 10.

10 of its Annual Report on Form 10-K dated February 28, 20 22 .

*Management contract or compensatory plan or arrangement.

10.10* Form of Simpson Manufacturing Co., Inc.

Time Based Restricted Stock Unit Agreement is filed herewith .

Time Based Restricted Stock Unit Agreement is incorporated by reference to Exhibit 10.

1 1 of its Annual Report on Form 10-K dated February 28, 20 2 2 .

* Management contract or compensatory plan or arrangement.

List of Subsidiaries of the Registrant is filed herewith .

Li st of Subsidiaries of the Registrant is filed here with .

23 Consent of Grant Thornton LLP is filed herewith .

17 unchanged sentences

Chief Executive Officer:

/s/Karen Colonias Chief Executive Officer and Director February 25, 2022

(Karen Colonias) (principal executive officer)

/s/Mike Olosky Chief Executive Officer and Director February 28, 2023

(Mike Olosky) (principal executive officer)

Chief Financial Officer:

2 unchanged sentences

Andrasick Chairman of the Board and Director February 28, 2023

/s/Karen Colonias Executive Advisor and Director February 28, 2023

(Karen Colonias)

/s/Kenneth D.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures