8-K - MERC - Equibles

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): February 17, 2021

MERCER INTERNATIONAL INC.

(Exact name of Registrant as Specified in Its Charter)

Washington	000-51826	47-0956945
(State or Other Jurisdiction<br><br><br>of Incorporation)	(Commission File Number)	(IRS Employer<br><br><br>Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (604) 684-1099

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

☐	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-12)
☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br><br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	MERC	NASDAQ Global Select Market

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

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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2021, Mercer International Inc. (the “Company”) announced that Alice Laberge and Janine North have been appointed as directors of the Company and that the board of directors of the Company (the “Board”) increased the size of the Board to ten directors, effective February 17, 2021. Ms. Laberge and Ms. North have not yet been appointed to any committees of the Board. The Company expects to enter into the Company’s standard director indemnification agreement with Ms. Laberge and Ms. North. Ms. Laberge and Ms. North will also receive cash compensation in accordance with the Company’s compensation program for non-employee directors, which provides for annual cash retainers and annual equity grants. There are no arrangements or understandings between Ms. Laberge and Ms. North and any other persons pursuant to which they were selected as directors of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br><br>Number	Description
99.1	Press Release dated February 17, 2021
104	Cover Page Interactive Data File (embedded within the Inline 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 thereunto duly authorized.

	MERCER INTERNATIONAL INC.
Date: February 17, 2021	By:	/s/ David K. Ure
		David K. Ure
		Chief Financial Officer

merc-ex991_7.htm

EXHIBIT 99.1

For Immediate Release

MERCER INTERNATIONAL INC. ANNOUNCES APPOINTMENTS TO BOARD OF DIRECTORS

NEW YORK, NY, February 17, 2021 - Mercer International Inc. (Nasdaq: MERC) today announced that Alice Laberge and Janine North, ICD.D, have been appointed to its board of directors effective February 17, 2021.

Ms. Laberge most recently retired from the board of the Royal Bank of Canada in January 2021, on which she served for over 15 years. She is a member of the boards of directors of Nutrien Ltd. and Russel Metals Inc. Ms. Laberge is also a director of the BC Cancer Foundation and the Canadian Public Accountability Board. She was President and Chief Executive Officer of Fincentric Corporation until 2005 and was previously Chief Financial Officer and Senior Vice-President of Finance for MacMillan Bloedel Limited. Ms. Laberge holds an MBA from the University of British Columbia and a Bachelor of Science from the University of Alberta.

Ms. North currently serves as a director for Conifex Timber Inc. and Imperial Metals Corporation. She is also a director of the BC Ferry Services Corp. and the Fraser Basin Council. She retired from the Northern Development Initiative Trust in 2016 after serving 11 years as the founding Chief Executive Officer. Ms. North holds a Diploma in Management Studies from the Executive MBA Program at Simon Fraser University and a Bachelor of Science from the University of Alberta.

Jimmy S.H. Lee, Executive Chairman, stated: “We are pleased to welcome Ms. Laberge and Ms. North to our board. Both have extensive knowledge of the forestry industry and will provide a wealth of experience and strong voices in governance and our overall board functions.” He continued: “We place a significant emphasis on ensuring that our board has a deep mix of backgrounds, skills and experiences and believe that both Ms. Laberge and Ms. North are valuable additions that will provide us with the perspectives and judgment necessary to guide our company.”

Mercer International Inc. is a global forest products company with operations in Germany and Canada with consolidated annual production capacity of 2.2 million tonnes of pulp and 550 million board feet of lumber. To obtain further information on the company, please visit its web site at https://www.mercerint.com.

APPROVED BY:

Jimmy S.H. Lee

Executive Chairman

(604) 684-1099

David M. Gandossi, FCPA, FCA

Chief Executive Officer

(604) 684-1099