Simpson Manufacturing Co., Inc. (SSD) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Simpson Manufacturing Co., Inc. Our host for today's call is Jim Andrasick, Chairman of the Board. [Operator Instructions] I will now turn the call over to your host, Mr. Andrasick. You may begin, sir.

Thank you, operator, and good afternoon. I am James Andrasick, Chairman of the Board of Simpson Manufacturing Company, and I would like to welcome each of you to our Annual Meeting of Shareholders. Before I call the meeting to order, I'd like to introduce to you the members of the Board and the executive team who are with us today. The other members of the Board in attendance are: Michael Bless; Jennifer Chatman; Karen Colonias; Gary Cusumano; Philip Donaldson; Celeste Volz Ford; and Robin MacGillivray. The officers in attendance today are: Karen Colonias, Chief Executive Officer; Brian Magstadt, Chief Financial Officer; and Terry Hammons, General Counsel and Corporate Secretary. And Mr. Hammons will act as secretary of the meeting. I would also like to introduce Jessica Knott of Grant Thorton LLP, which currently serves as the company's independent auditors. And in keeping with the digital approach to this year's meeting, it is now shortly after 2:00 p.m. Pacific Standard Time on April 23, and this meeting is officially called to order. Mr. Hammons, you have proof of the mailing of notice of the Internet availability of proxy materials for this meeting to stockholders, and the stockholders list?

Yes. I have before me an affidavit certifying that on March 13, 2020, the notice of Internet availability of proxy materials for this meeting was deposited in the United States Mail to stockholders of record at the close of business on February 5, 2020. The affidavit for mailing will be filed with the minutes of the meeting. I also have a list of the holders of record of our common stock at the close of business on February 25, 2020. This list of stockholders has been open and available for examination for any purpose relevant to this meeting during ordinary business hours for the past 10 days and is available for inspection during this meeting by any stockholder on the website used to access this meeting.

Thank you, Terry. At this time, I'd like to introduce [ Patricia Hodson ] of Broadridge Financial Services, who I am appointing inspector of election at this meeting. [ Ms. Hodson ] has taken the oath of inspector of election earlier today. Will the secretary please report at this time with respect to the existence of a quorum?

I have been informed by the inspector of election that proxies have been received for approximately 94% of the aggregate voting power of the outstanding shares of common stock entitled to vote at this meeting. This constitutes a quorum for the meeting today and we may now carry out the official business of the meeting.

As more than a majority of the total number of votes entitled to be cast at this meeting are present, there is a quorum and the meeting will proceed.

The time is now 2:03 p.m. on Thursday, April 23, 2020, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on. The agenda and rules of conduct for the meeting are posted on the Annual Meeting portal. We ask that you follow these rules to help the meeting run smoothly. We will address questions during the Q&A portion of the meeting. And if you have any -- if you have a question, please submit it by entering it into the ask a question text box on the bottom left-hand corner of the Annual Meeting portal.

The first order of business is the proposal to elect each of James Andrasick, Michael Bless, Jennifer Chatman, Karen Colonias, Gary Cusumano, Philip Donaldson, Celeste Volz Ford and Robin MacGillivray to a 1-year term on the company's Board of Directors as described in the proxy statement. The second order of business is the proposal to approve an advisory resolution on named executive officer compensation as described in the proxy statement. Will the secretary please read the resolution that appears in the proxy statement?

The resolution reads as follows: resolved that the composition -- compensation paid to the NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and accompanying narrative discussion in Simpson's proxy statement relating to its 2020 Annual Meeting of Stockholders is hereby approved.

And the final order of business is the ratification of the approval of Grant Thornton LLP as the company's independent registered public accounting firm, also as described in the proxy statement. That was the final proposal for today's meeting. The secretary will now describe the voting procedures.

If you have already voted, there is no need to vote now unless you would like to change your vote. If you have not voted and you would like to vote now or, if you would like to change your vote, click the vote here button at the bottom right-hand corner of your screen through the Annual Meeting portal. We'll pause for a moment to give anyone who hasn't yet voted a chance to vote. [Voting]

The time is now 2:06 p.m., and the polls are now closed for voting. The report of inspector of election covering the proposals presented at this meeting is as follows: number one, proposal to elect each of James Andrasick, Michael Bless, Jennifer Chatman, Karen Colonias, Gary Cusumano, Philip Donaldson, Celeste Volz Ford and Robin MacGillivray to a 1-year term of the company's Board of Directors is carried; number two, the advisory vote approving named executive officer compensation has been approved; and number three, the selection of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, is ratified. We expect to report our final voting results on a current report on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting.

Thank you, Terry. This concludes the formal portion of today's meeting. We will now entertain questions from stockholders. We do not appear to have any questions. Therefore, the meeting is now adjourned. Thank you very much, everyone.

This now concludes the meeting. Thank you for joining and have a pleasant day.