Simpson Manufacturing Co., Inc. 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures. As of December 31, 2022, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the chief executive officer the (“CEO”) and the chief financial officer (the “CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15-d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act). Based on this evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures are controls and other procedures designed reasonably to assure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures are also designed reasonably to assure that this information is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate to allow timely decisions regarding required disclosure. The Company’s management, including the CEO and the CFO, does not, however, expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent all fraud and material errors. Internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the facts that there are resource constraints and that the benefits of controls must be considered relative to their costs. The inherent limitations in internal control over financial reporting include the realities that judgments can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of internal control is also based in part on assumptions about the likelihood of future events, and there can be only reasonable, not absolute assurance that any design will succeed in achieving its stated goals under all potential events and conditions. Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate. Management's Report on Internal Control over Financial Reporting . The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022. 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 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. 78 Item 9B. Other Information. None. 79 PART III Item 10. Directors, Executive Officers and Corporate Governance. 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. Item 11. Executive Compensation. 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence. 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. Item 14. Principal Accounting Fees and Services. 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. PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Consolidated financial statements The following consolidated financial statements are filed as a part of this report: Reports of Independent Registered Public Accounting Firms Consolidated Balance Sheets as of December 31, 2022, and 2021 Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 Notes to Consolidated Financial Statements 2. Financial Statement Schedules 80 The following consolidated financial statement schedule for each of the years in the three-year period ended December 31, 2022, is filed as part of this Annual Report on Form 10-K: Schedule II - Valuation and Qualifying Accounts-Years ended December 31, 2022, 2021 and 2020. All other schedules have been omitted as the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and related notes thereto. (b) Exhibits The following exhibits are either incorporated by reference into, or filed or furnished with, this Annual Report on Form 10-K, as indicated below. 3.1 Certificate of Incorporation of Simpson Manufacturing Co., Inc. , 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. 4.1 Description of Securities Registered under Section 12 of the Exchange Act incorporated by reference to Exhibit 4.1 of Simpson Manufacturing Co., Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019. 10.1* Form of Indemnification Agreement between Simpson Manufacturing Co., Inc. and its directors and executive officers, as well as the officers of Simpson Strong-Tie Company Inc., is incorporated by reference to Exhibit 10.2 of Simpson Manufacturing Co., Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004. *Management contract or compensatory plan or arrangement. 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. Executive Officer Cash Profit Sharing Plan, as amended through March 17, 2017 is incorporated by reference to Exhibit 10.4 of its Annual Report on Form 10-K dated February 28, 2018. *Management contract or compensatory plan or arrangement. 10.6* Simpson Manufacturing Co., Inc. Amended and Restated 2011 Incentive Plan is incorporated by reference to Exhibit A of Simpson Manufacturing Co., Inc.’s Schedule 14A Proxy Statement dated March 9, 2015. *Management contract or compensatory plan or arrangement. 10.7* Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan is incorporated by reference to Exhibit 4.5 of Simpson Manufacturing Co., Inc.’s Registration Statement on Form S-8, File Number 333-173811, dated December 15, 2015 . *Management contract or compensatory plan or arrangement. 81 10.8* Form of Simpson Manufacturing Co., Inc. 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 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 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. 21. Li st of Subsidiaries of the Registrant is filed here with . 23 Consent of Grant Thornton LLP is filed herewith . 31.1 Chief Executive Officer’s Rule 13a-14(a)/15d-14(a) Certification is filed herewith . 31.2 Chief Financial Officer’s Rule 13a-14(a)/15d-14(a) Certification is filed herewith . 32. Section 1350 Certifications are furnished herewith . 101 Financial statements from the annual report on Form 10-K of Simpson Manufacturing Co., Inc. for the year ended December 31, 2022, formatted in XBRL, are filed herewith and include: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Statement of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 82 Item 16. Form 10-K Summary. None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 28, 2023 Simpson Manufacturing Co., Inc. (Registrant) By /s/Brian J. Magstadt Brian J. Magstadt Chief Financial Officer and Duly Authorized Officer of the Registrant (principal accounting and financial officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below. Signature Title Date Chief Executive Officer: /s/Mike Olosky Chief Executive Officer and Director February 28, 2023 (Mike Olosky) (principal executive officer) Chief Financial Officer: /s/Brian J. Magstadt Chief Financial Officer and Treasurer February 28, 2023 (Brian J. Magstadt) (principal accounting and financial officer) Directors: /s/James S. Andrasick Chairman of the Board and Director February 28, 2023 (James S. Andrasick) /s/Karen Colonias Executive Advisor and Director February 28, 2023 (Karen Colonias) /s/Kenneth D. Knight Director February 28, 2023 (Kenneth D. Knight) /s/Jennifer A. Chatman Director February 28, 2023 (Jennifer A. Chatman) /s/Gary M. Cusumano Director February 28, 2023 (Gary M. Cusumano) /s/Celeste Volz Ford Director February 28, 2023 (Celeste Volz Ford) /s/Robin G. MacGillivray Director February 28, 2023 (Robin G. MacGillivray) /s/Philip E. Donaldson Director February 28, 2023 (Philip E. Donaldson) 83