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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-28 · 38 added, 34 removed, 88 unchanged (45% of the section changed)

1 unchanged sentence

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).

As of December 31, 2023, 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 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.

10 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, 2023, 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.

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, 2023, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Other Information.

None of the Company's directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended December 31, 2023, as such terms are defined under Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdiction That Prevent Inspections.

Not applicable.

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.

The information required by this Item will be contained in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders to be held on Wednesday, May 1, 2024, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2023, 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.

14 unchanged sentences

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.

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 3.1 of the Company's Current Report on Form 8-K filed on March 14, 2023 .

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.

2 unchanged sentences

*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 .

10.2 Amended and Restated Credit Agreement among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties party thereto is incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed April 4, 2022 .

10.3 Securities Purchase Agreement by and between Simpson Strong-Tie Europe, Simpson Manufacturing Co., Inc., on the one hand and the sellers identified herein, on the other hand, with respect to Fixco Invest, dated January 26, 2022 is incorporated by reference to Exhibit 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 .

1 to the Securities Purchase Agreement by and between Simpson Strong-Tie Europe, Simpson Manufacturing Co., Inc., on the other hand, and the 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.

Executive Officer Cash Profit Sharing Plan, as amended through March 17, 2017 is filed herewith .

*Management contract or compensatory plan or arrangement.

5 unchanged sentences

*Management contract or compensatory plan or arrangement.

10.8* Simpson Manufacturing Co., In c.

Non-qualified Plan is incorporated by reference to Exhibit 4.3 of the Company's Form S-8 filed on May 8, 2023.

*Management contract or compensatory plan or arrangement.

10.9* 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 .

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, 2022 .

*Management contract or compensatory plan or arrangement.

10.10* 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 .

2022 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, 2022 .

*Management contract or compensatory plan or arrangement.

10.11* 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 .

2022 T ime Based Restricted Stock Unit Agreement is incorporated by reference to Exhibit 10.11 of its Annual Report on Form 10-K dated February 28, 2022 .

* Management contract or compensatory plan or arrangement.

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

10.12* Form of Simpson Manufacturing Co., Inc.

202 4 Performance Based Restricted Stock Unit Agreement is f iled herewith .

* Management contract or compensatory plan or arrangement.

10.13* Form of Simpson Manufacturing Co., Inc.

2024 Time Based Restricted Stock Unit Agreement is f iled herewith.

* Management contract or compensatory plan or arrangement.

List of Subsidiaries of the Registrant is filed herewith .

23 Consent of Grant Thornton LLP is filed herewith .

2 unchanged sentences

Section 1350 Certifications are furnished herewith .

Compensation R e covery P o licy of Simpson Manufac turing Co., In c.

, effective as of July 28, 202 3, is filed herewith .

101 Financial statements from the annual report on Form 10-K of Simpson Manufacturing Co., Inc.

19 unchanged sentences

Andrasick Chairman of the Board and Director February 27, 2024

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

(Karen Colonias)

/s/Kenneth D.

Director February 28, 2023

/s/Chau Banks Director February 27, 2024

/s/Jennifer A.

Chatman Director February 27, 2024

/s/Felica Coney Director February 27, 2024

(Felica Coney)

Cusumano Director February 27, 2024

Donaldson Director February 27, 2024

/s/Celeste Volz Ford Director February 27, 2024

(Celeste Volz Ford)

/s/Kenneth Knight Director February 27, 2024

(Kenneth Knight)

MacGillivray Director February 27, 2024

MacGillivray)

Donaldson Director February 28, 2023

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