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 28~~May 6, 2025

Simpson Manufacturing Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-13429

94-3196943

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. Employer 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


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	SSD	New York Stock Exchange

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.~~02 Results~~07 Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition.~~Vote of Security Holders

On ~~April 28~~May 6, 2025, ~~Simpson~~the ~~Manufacturing~~Company ~~Co.,~~held ~~Inc~~its Annual Meeting of Stockholders (the “Annual Meeting”). ~~issued~~At athe ~~press~~Annual ~~release~~Meeting, ~~announcing~~the ~~financial~~Company’s ~~results~~stockholders ~~for~~voted on the ~~quarter~~four ~~ended~~proposals ~~March 31,~~set ~~2025,~~forth abelow. ~~copy~~A more detailed description of ~~which~~each proposal is ~~attached~~set ~~hereto~~forth asin ~~Exhibit~~the ~~99.1~~Company’s Proxy Statement filed with the Securities and isExchange ~~incorporated~~Commission ~~herein~~on byMarch ~~this~~24, ~~reference~~2025.

~~This~~Proposal ~~information~~1: isTo ~~furnished~~elect ~~pursuant~~eight todirectors, ~~Item~~each ~~2.02~~to ~~and~~hold ~~shall~~office ~~not~~until ~~be deemed "filed" for purposes of Section 18 of~~ the ~~Securities~~Company's ~~Exchange~~2026 ~~Act~~annual ofmeeting ~~1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act~~ of ~~1933,~~stockholders ~~as amended,~~ or ~~the~~until ~~Exchange~~their ~~Act,~~successors ~~except~~are asduly ~~shall~~qualified beand ~~expressly set forth by specific reference in such a filing~~elected.

~~Item~~Proposal ~~7.01 Regulation~~2: FDTo ~~Disclosures~~approve, on an advisory basis, the compensation of the Company’s named executive officers.

~~Representatives~~Proposal of3: To approve the Simpson Manufacturing Co., Inc. ~~(the~~Employee ~~“Company”)~~Stock ~~intend~~Purchase toPlan ~~present~~(As ~~the~~Amended ~~Investor~~and ~~Presentation~~Restated ~~furnished~~ as ~~Exhibit~~of ~~99.2~~January ~~to this Current Report on Form 8-K~~31, ~~to analysts and investors from time to time on or after April 28,~~ 2025). ~~The slide presentation will be available on the Investor Relations page of the Company’s website at ir.simpsonmfg.com.~~

~~The~~Proposal ~~information~~4: ~~furnished~~To ~~pursuant~~ratify tothe ~~this~~selection ~~Item 7.01, including Exhibit 99.2 furnished herewith, shall not be deemed “filed” for purposes~~ of ~~Section~~Grant 18Thornton ofLLP ~~the Securities Exchange Act of 1934,~~ as ~~amended (~~the ~~“Exchange~~Company’s ~~Act”),~~independent ~~nor~~registered ~~shall~~public itaccounting befirm ~~deemed~~for ~~incorporated by reference in any filing under~~ the ~~Securities~~2025 ~~Act~~fiscal ~~of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing~~year.

~~The~~At ~~information~~the ~~furnished~~close ~~pursuant~~of tobusiness ~~this~~on ~~Item~~March ~~7.01~~11, ~~including Exhibit 99.2 furnished herewith~~2025, ~~contains~~the ~~“forward-looking~~record ~~statements”~~date ~~within~~for the ~~meaning~~Annual ofMeeting, ~~the~~there ~~safe~~were ~~harbor~~41,974,436 ~~provisions~~shares of the ~~federal~~Company’s ~~securities~~common ~~laws.~~stock Itoutstanding ~~should~~and beentitled ~~read~~to invote ~~conjunction~~at ~~with~~ the Annual Meeting (“~~Safe~~Common ~~Harbor~~Stock”). ~~statement~~As ~~contained in~~ the ~~Investor~~holders ~~Presentation~~of 40,246,654 ~~the~~shares ~~risk~~of ~~factors~~Common ~~included~~Stock, inhaving a majority of the ~~Company’s~~votes ~~periodic~~that ~~reports~~could ~~filed~~be ~~with~~cast by the ~~Securities~~holders ~~and~~of ~~Exchange~~all ~~Commission~~outstanding ~~and~~shares ~~the~~of ~~other~~Common ~~public~~Stock, ~~announcements~~were ~~that~~represented ~~the~~in ~~Company~~person ~~may~~or ~~make,~~ by ~~press~~proxy ~~release~~at orthe ~~otherwise~~Annual Meeting, ~~from~~a ~~time~~quorum towas ~~time~~present.

Each of the foregoing proposals was adopted and approved by the stockholders at the Annual Meeting. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each of Proposals 1- 4 presented at the Annual Meeting, including a separate tabulation with respect to each director nominee for office are set forth below:

Proposal 1: Election of Directors.


				Broker
	For	Against	Abstain	Non-Votes
James Andrasick	37,859,505	799,493	23,624	1,564,032
Chau Banks	38,549,193	106,882	26,547	1,564,032
Felica Coney	38,615,375	43,061	24,186	1,564,032
Philip Donaldson	37,490,487	1,168,479	23,656	1,564,032
Angela Drake	38,600,600	57,910	24,112	1,564,032
Celeste Volz Ford	37,991,964	567,252	123,406	1,564,032
Kenneth Knight	38,637,643	20,766	24,213	1,564,032
Michael Olosky	38,247,342	401,875	33,405	1,564,032

As a result, the eight individuals were elected by the stockholders as directors of the Company, each to hold office until the Company's 2026 annual meeting of stockholders or until his or her successor has been duly qualified and elected.

Proposal 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
37,393,978	938,343	350,301	1,564,032

As a result, the compensation paid to the Company's named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting was approved by the stockholders.

Proposal 3: Approval of the Simpson Manufacturing Co., Inc. Employee Stock Purchase Plan (As Amended and Restated as of January 31, 2025).


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
38,626,708	29,344	26,570	1,564,032

As a result, the Simpson Manufacturing Co., Inc. Employee Stock Purchase Plan (As Amended and Restated as of January 31, 2025) was approved by the stockholders.

Proposal 4: Ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
39,980,212	216,232	50,210	0

As a result, the selection of Grant Thornton LLP by the Company's board of directors as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release dated April 28, 2025
99.2						Simpson Manufacturing Co., Inc. Investor Presentation
104						Cover Page Interactive Data File (embedded within the XBRL document)

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~~May 2812, 2025

/s/ ~~Matt~~Cassandra ~~Dunn~~Payton

Matt Dunn

Cassandra Payton

Chief Financial Officer

Executive Vice President, General Counsel

Filing Compare · Simpson Manufacturing Co., Inc.