22 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: 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.
+Added: The other information required by this Item will be contained in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders to be held on Tuesday, May 6, 2025, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2024, which information is incorporated herein by reference.
+Added: Insider Trading Policies and Procedures
+Added: We have adopted an insider trading policy (the “Insider Trading Policy” ) which applies to all employees and prohibits trading in the Company's and its affiliates' securities by persons associated with the Company that may possess material nonpublic information relating to the Company and affiliates.
+Added: A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Executive Compensation.
−Removed: 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.
+Added: The information required by this Item will be contained in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders to be held on Tuesday, May 6, 2025, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2024, which information is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
−Removed: 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.
+Added: The information required by this Item will be contained in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders to be held on Tuesday, May 6, 2025, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2024, which information is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence.
−Removed: 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.
+Added: The information required by this Item will be contained in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders to be held on Tuesday, May 6, 2025, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2024, which information is incorporated herein by reference.
Principal Accounting Fees and Services.
−Removed: 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.
+Added: The information required by this Item will be contained in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders to be held on Tuesday, May 6, 2025, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2024, which information is incorporated herein by reference.
Exhibits and Financial Statement Schedules.
15 unchanged sentences
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 .
+Added: 3.2 Certificate of Amendment of Certificate of Incorporation of Simpson Manufac turing Co., Inc.
+Added: is incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on May 6, 2024 .
3.3 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 .
−Removed: 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.
+Added: 4.1 Description of Securities Registered under Section 12 of the Exchange Act is filed herewith .
10.1* Form of Indemnification Agreement between Simpson Manufacturing Co., Inc.
2 unchanged sentences
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 .
−Removed: 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 .
−Removed: 10.4 Amendment No.
−Removed: 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 .
10.3* Simpson Manufacturing Co., Inc.
−Removed: Executive Officer Cash Profit Sharing Plan, as amended through March 17, 2017 is filed herewith .
+Added: Executive Officer Cash Profit Sharing Plan, as amended through March 17, 2017 is incorporate by reference to Exhibit 10.5 o f its Annual Report on Form 10-K dated F ebruary 28, 2024 .
*Management contract or compensatory plan or arrangement.
5 unchanged sentences
*Management contract or compensatory plan or arrangement.
−Removed: 10.8* Simpson Manufacturing Co., In c.
+Added: 10.6* Simpson Manufac turing Co., Inc.
+Added: Executive S everance Plan is incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 6, 2024.
+Added: *Management contract or compensatory plan or arrangement.
+Added: 10.7* Simpson Manufacturing Co., Inc.
Non-qualified Plan is incorporated by reference to Exhibit 4.3 of the Company's Form S-8 filed on May 8, 2023.
7 unchanged sentences
10.10* Form of Simpson Manufacturing Co., Inc.
−Removed: 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 .
+Added: 2022 Time 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.
10.11* Form of Simpson Manufacturing Co., Inc.
−Removed: 202 4 Performance Based Restricted Stock Unit Agreement is f iled herewith .
+Added: 2024 Performance Based Restricted Stock Unit Agreement is incorporated by reference to Exhibit 10 .
+Added: 12 of its Annual Report on Form 10-K dated February 28, 2024 .
* Management contract or compensatory plan or arrangement.
10.12* Form of Simpson Manufacturing Co., Inc.
−Removed: 2024 Time Based Restricted Stock Unit Agreement is f iled herewith.
+Added: 2024 Time Based Restricted Stock Unit Agreement is incorporate d by re ference to Exhibit 10 .13 of its Annual Report on Form 10-K dated February 28, 2024 .
* Management contract or compensatory plan or arrangement.
+Added: 19.1 Insider Trading Policy of Simpson Manufacturing Co., Inc.
+Added: , effective as of Febr uary 20, 2025, is filed herewith .
List of Subsidiaries of the Registrant is filed herewith .
3 unchanged sentences
Section 1350 Certifications are furnished herewith .
−Removed: Compensation R e covery P o licy of Simpson Manufac turing Co., In c.
−Removed: , effective as of July 28, 202 3, is filed herewith .
+Added: Compensation Recovery Policy of Simpson Manufacturing Co., Inc., effective as of July 28, 2023, is incorporated by reference to Exhibit 97 of it s Annual Report on Form 10-K dated February 28, 2024 .
101 Financial statements from the annual report on Form 10-K of Simpson Manufacturing Co., Inc.
5 unchanged sentences
February 28, 2025 Simpson Manufacturing Co., Inc.
−Removed: By /s/Brian J.
+Added: By /s/Matt Dunn
Chief Financial Officer
8 unchanged sentences
Chief Financial Officer:
−Removed: Magstadt Chief Financial Officer and Treasurer February 27, 2024
−Removed: Magstadt) (principal accounting and financial officer)
−Removed: Andrasick Chairman of the Board and Director February 27, 2024
+Added: Chief Financial Officer and Treasurer February 28, 2025
+Added: (principal accounting and financial officer)
+Added: Chairman of the Board and Director February 28, 2025
+Added: Andrasick Director February 28, 2025
/s/Chau Banks Director February 28, 2025
−Removed: /s/Jennifer A.
−Removed: Chatman Director February 27, 2024
/s/Felica Coney Director February 28, 2025
1 unchanged sentence
Cusumano Director February 28, 2025
−Removed: Donaldson Director February 27, 2024
+Added: /s/Angela Drake
+Added: Director February 28, 2025
+Added: (Angela Drake)
/s/Celeste Volz Ford Director February 28, 2025
2 unchanged sentences
(Kenneth Knight)
−Removed: MacGillivray Director February 27, 2024
−Removed: MacGillivray)
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.