8-K
Sylvamo Corp (SLVM)
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): May 16, 2024
SYLVAMO CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number 001-40718
| Delaware | 86-2596371 |
|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (I.R.S. Employer<br> <br>Identification No.) |
| 6077 Primacy Parkway, Memphis, Tennessee | 38119 |
| --- | --- |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (901) 519-8000
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 Instruction 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>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, $1 per share par value | SLVM | New York Stock Exchange |
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 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | Sylvamo Corporation (the “Company”) held its annual meeting of shareowners on May 16, 2024. |
|---|---|
| (b) | Of the 41,461,657 shares outstanding on the record date and entitled to vote at the meeting, 36,854,477 shares were present at the meeting in person or by proxy, constituting a quorum of eighty-eight percent (88%). The shareowners of the Company’s common stock considered and voted at the meeting upon the four Company proposals listed below. This report discloses the final voting results for the meeting. |
| --- | --- |
Proposal 1 – Elect eleven director nominees to our board of directors
The Company’s shareowners elected each of the individuals listed below as directors to serve until the next annual meeting of the Company and until their successors have been duly elected and qualified, or their earlier resignation.
| Directors | For | Against | Abstain | Broker<br>Non-Votes |
|---|---|---|---|---|
| Jean-Michel Ribiéras | 30,943,504 | 2,474,267 | 21,970 | 3,414,736 |
| Stan Askren | 33,319,742 | 97,710 | 22,289 | 3,414,736 |
| Christine S. Breves | 33,364,696 | 54,406 | 20,639 | 3,414,736 |
| Jeanmarie Desmond | 32,992,072 | 426,607 | 21,062 | 3,414,736 |
| Liz Gottung | 32,893,975 | 524,455 | 21,311 | 3,414,736 |
| Joia M. Johnson | 32,970,365 | 447,886 | 21,490 | 3,414,736 |
| Karl L. Meyers | 32,946,877 | 471,173 | 21,691 | 3,414,736 |
| David Petratis | 32,879,615 | 538,221 | 21,905 | 3,414,736 |
| J. Paul Rollinson | 33,339,504 | 78,209 | 22,028 | 3,414,736 |
| Mark W. Wilde | 33,336,263 | 81,311 | 22,167 | 3,414,736 |
| James P. Zallie | 33,354,840 | 63,102 | 21,799 | 3,414,736 |
Proposal 2 – Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2024
The Company’s shareowners ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstain | Broker<br>Non-Votes |
|---|---|---|---|
| 36,763,473 | 69,044 | 21,960 | — |
Proposal 3 – Approve on a non-binding advisory basis the compensation of the Company’s named executive officers (“NEOs”)
The Company’s shareowners approved the compensation of the Company’s NEOs on a non-binding advisory basis.
| For | Against | Abstain | Broker<br>Non-Votes |
|---|---|---|---|
| 32,806,204 | 568,212 | 65,324 | 3,414,736 |
Proposal 4 – Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (“COI”) to eliminate its officers’ personal liability for breach of fiduciary duty to the fullest extent permitted by Delaware law
The Company’s shareowners approved the amendment to the Company’s COI to eliminate its officers’ personal liability for breach of fiduciary duty to the fullest extent permitted by Delaware law.
| For | Against | Abstain | Broker<br>Non-Votes |
|---|---|---|---|
| 28,458,657 | 4,930,025 | 51,058 | 3,414,736 |
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.
| Sylvamo Corporation | ||
|---|---|---|
| Date: May 20, 2024 | /s/ Matthew L. Barron | |
| Name: | Matthew L. Barron | |
| Title: | Senior Vice President and Chief Administrative and<br>Legal Officer |