Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  April 25, 2012


  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 Blvd., Pleasanton, CA 94588  
  (Address of principal executive offices)  



(Registrant’s telephone number, including area code):  (925) 560-9000



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))




Item 2.02 Results of Operations and Financial Condition.


On April 26, 2012, Simpson Manufacturing Co., Inc. announced its first quarter 2012 results in a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by this reference.



Item 5.07 Submission of Matters to a Vote of Security Holders


The Annual Meeting of Stockholders (“Annual Meeting”) was held on April 25, 2011. The following nominees were elected as directors by the votes indicated:


    Total Votes   Total Votes        
    for Each   Withheld from   Broker   Term
Name   Director   Each Director   Non-Votes   Expires*
Jennifer A. Chatman   25,947,341   10,417,022   9,348,604   2015
Robin G. MacGillivray   25,571,850   10,792,513   9,348,604   2015
Barclay Simpson   24,038,372   12,325,991   9,348,604   2015
* The term expires on the date of the Annual Meeting in the year indicated.


The terms as directors of Thomas J Fitzmyers, Earl F. Cheit, Gary M. Cusumano, Peter N. Louras, Jr. and Barry Lawson Williams continued after the meeting.


The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2012 was adopted at the Annual Meeting by the votes indicated:


For   Against   Abstain   Non-Votes
44,595,663   1,102,949   14,355   N/A


Our stockholders approved, in an advisory (non-binding) vote, the compensation of our Named Executive Officers. The result of the advisory (non-binding) vote on the compensation of our Named Executive Officers was as follows:


For   Against   Abstain   Non-Votes
35,442,071   824,593   97,699   9,348,604



Item 9.01  Financial Statement and Exhibits

Exhibit Number Description


Exhibit 99.1 Press release dated April 26, 2012.







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.  
DATE:  April 26, 2012 By: /s/ Brian J. Magstadt  
    Brian J. Magstadt  
    Chief Financial Officer