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

[Audio Gap] Mr. Andrasick, Chairman of the Board of Directors of Simpson Manufacturing Co., Inc, and I would like to welcome each of you to our Annual Meeting of Stockholders. 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. As Mr. Bless is not standing for reelection, I would like to thank Mr. Bless on behalf of the entire Board for the dedication, commitment, insight and expertise that he has provided while serving on our Board, and we wish him well in all his future endeavors. The officers in attendance today are Karen Colonias, Chief Executive Officer; Brian Magstadt, Chief Financial Officer; Michael Olosky, Chief Operating Officer; and Terry Hammons, General Counsel and Corporate Secretary. Mr. Hammons will act as Secretary of the meeting. I would also like to introduce Jessica Knott of Grant Thornton LLP, which currently serves as the company's independent auditors. In keeping with the digital approach of this year's meeting, it is now shortly after 2:00 p.m. Pacific Daylight Time on May 4, and this meeting is officially called to order. Mr. Hammons, do you have proof of the mailing of notice of Internet availability of proxy materials for this meeting to stockholders and stockholders list?

Yes. I have before me an affidavit certifying that on March 23, 2021, 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 March 9, 2021. The affidavit of mailing will be filed with the minutes of the meeting. I also have a list of holders of record of our common stock at the close of business on March 9, 2021. This list of stockholders has been open and available at our Pleasanton home office 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.

At this time, I would like to introduce Andrew Wilcox of Broadridge Financial Services, who I am appointing inspector of election at this meeting. Mr. Wilcox has taken the oath of inspector of election, which will be filed with the minutes of this meeting. 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 93% 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 Tuesday, May 4, 2021, 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. [Operator Instructions]

The first order of business is the proposal to elect each of James Andrasick, 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, all as described in the proxy statement. The second order of business is the proposal to approve an advisory resolution on named executive officer compensation, also 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 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 2021 Annual Meeting of Stockholders is hereby approved.

The final order of business is the ratification of the approval of Grant Thornton LLP as the company's independent registered public accounting firm 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 voted and you would like to vote now or if you would like to change your vote, click the voting 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 preliminary report of the inspector of election covering the proposals presented at this meeting is as follows: number one, the proposal to elect each of James Andrasick, Jennifer Chatman, Karen Colonias, Gary Cusumano, Philip Donaldson, Celeste Volz Ford, 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; number three, the selection of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, is ratified. We expect to report our final voting results on the current report on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting.

This concludes the formal portion of today's meeting. We will now entertain questions from stockholders. There being no questions, the meeting is now adjourned. Thank you, everyone, for your attendance.