Simpson Manufacturing Company, Inc. · NYSE:SSD

Simpson Manufacturing — Proxy Contest (February 2017)

6 slides from Simpson Manufacturing's proxy contest presentation, February 2017

  1. Slide 1: Investor Presentation: 2017 Special Meeting

    Investor Presentation: 2017 Special Meeting www.simpsonmfg.com

  2. Slide 2: 2017 Special Meeting

    2017 Special Meeting The Board has called a special meeting of shareholders to consider two proposed changes in the company’s governance practices 2017 Special Meeting Ballot Items  FOR: Declassification of the Board ― Current: Simpson’s Board is divided into three classes ― Proposal: Declassify Si

  3. Slide 3: Ballot Item Considerations

    Ballot Item Considerations  Why is Simpson declassifying the Board? ― Declassifying the Board is a governance best practice that aligns with the shareholder feedback we have received  Why eliminate cumulative voting? ― The Board believes that cumulative voting is inconsistent with shareholder demo

  4. Slide 4: Track Record of Shareholder Engagement and Responsiveness

    Track Record of Shareholder Engagement and Responsiveness  Members of our management and Board engaged with shareholders, representing ~51% of our shares, regarding compensation and governance topics, which informed the following changes:  Introduced long-term incentive award with 3-year relative

  5. Slide 5: Best in Class Governance Practices

    Best in Class Governance Practices Simpson S&P 500 S&P 600 Manufacturing (LargeCap) (SmallCap) Annually Elected Directors Yes1 90% 57% Governance Majority Voting Yes 90% 41% Structure Proxy Access Yes2 52% 4% Cumulative Voting No1 3% 6% Poison Pill in Force No 3% 5% % Independent Directors 88%3 85%

  6. Slide 6: Important Additional Information

    Important Additional Information Simpson Manufacturing Co., Inc. (the “Company), its directors and certain of its executive officers and other employees will be deemed to be participants in the solicitation of proxies from Company shareholders in connection with the matters to be considered at the C

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