8-K
Sylvamo Corp (SLVM)
View as plain text
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, 2022
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> <br>of incorporation) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 6400 Poplar Avenue,<br> Memphis, Tennessee | 38197 |
| (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 Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 per share par value | SLVM | New York Stock Exchange |
| Preferred Stock Purchase Rights | 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 first annual meeting of shareowners on May 16, 2022. |
|---|---|
| (b) | Of the 44,109,521 shares outstanding on the record date and entitled to vote at the meeting, 37,874,699 shares were present at the meeting in person or by proxy, constituting a quorum of eight-six percent<br> (86%). The shareowners of the Company’s common stock considered and voted upon four Company proposals at the meeting. This report discloses the final voting results for the meeting. |
| --- | --- |
Proposal 1 – Elect nine director nominees to our board of directors
The holders of the common stock of the Company elected each of the following nominees as directors, to serve until the Company’s 2023 annual meeting of shareowners or until his or her earlier resignation or successor has been duly elected and qualified. The directors were elected by the following count:
| Directors | For | Against | Abstain | Broker<br><br> <br>Non-Votes |
|---|---|---|---|---|
| Jean-Michel Ribiéras | 28,964,155 | 4,038,462 | 41,893 | 4,830,188 |
| Stan Askren | 30,565,075 | 1,855,856 | 43,579 | 4,830,188 |
| Christine S. Breves | 30,576,757 | 2,427,495 | 40,259 | 4,830,188 |
| Jeanmarie Desmond | 30,577,296 | 2,426,743 | 40,472 | 4,830,188 |
| Liz Gottung | 30,564,945 | 2,437,722 | 41,844 | 4,830,188 |
| Joia M. Johnson | 30,561,601 | 2,440,519 | 42,391 | 4,830,188 |
| David Petratis | 22,689,981 | 10,311,113 | 43,416 | 4,830,188 |
| J. Paul Rollinson | 30,567,185 | 2,433,668 | 43,657 | 4,830,188 |
| James P. Zallie | 30,577,163 | 2,423,827 | 43,520 | 4,830,188 |
Proposal 2 – Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2022
The holders of the Company’s common stock ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 by the following count:
| For | Against | Abstain | Broker<br><br> <br>Non-Votes |
|---|---|---|---|
| 37,717,676 | 110,557 | 46,466 | 0 |
Proposal 3 – Approve on a non-binding advisory basis the compensation of the Company’s named executive officers (“NEOs”)
The holders of the Company’s common stock approved the compensation of the Company’s NEOs on a non-binding advisory basis, by the following count:
| For | Against | Abstain | Broker<br><br> <br>Non-Votes |
|---|---|---|---|
| 31,525,402 | 1,398,440 | 120,668 | 4,830,188 |
Proposal 4 – Approve on a non-binding advisory basis the frequency – every one year, two years or three years – with which shareowners will vote in future years on a non-binding resolution to approve the compensation of the Company’s NEOs
The holders of the Company’s common stock approved a one year voting frequency on the compensation of the Company’s NEOs, on a non-binding advisory basis, by the following count:
| One Year | Two Years | Three Years | Abstain | Broker<br><br> <br>Non-Votes |
|---|---|---|---|---|
| 32,097,831 | 41,775 | 829,685 | 75,219 | 4,830,188 |
The Company will include a non-binding advisory shareowner vote on the compensation of its NEOs in its proxy materials annually, until the next required vote on the frequency of shareowner votes on the compensation of its NEOs.
Item 7.01. Regulation FD Disclosure.
On May 19, 2022, the Company issued a press release announcing the quarterly cash dividend and the share repurchase program described below. A copy of the press release is furnished as Exhibit 99.1 to this report, pursuant to Item 7.01 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On May 18, 2022, the Company’s Board of Directors approved (a) a quarterly cash dividend of $0.1125 per share of the Company’s common stock, for the period of July 1, 2022 to September 30, 2022, to be paid on July 15, 2022 to its shareowners of record on June 17, 2022, and (b) a share repurchase program under which the Company may purchase up to an aggregate amount of $150 million of shares of its common stock (the “Repurchase Program”). Pursuant to the Repurchase Program, the Company may repurchase in amounts, at prices and at such times as it deems appropriate, subject to market conditions and other considerations, including all applicable legal requirements. Repurchases may include purchases on the open market or privately negotiated transactions, under Rule 10b5-1 trading plans, under accelerated share repurchase programs, in tender offers and otherwise. The Repurchase Program does not obligate the Company to acquire any particular amount of shares of its common stock and may be modified or suspended at any time at the Company’s discretion.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press Release of Sylvamo Corporation dated May 19, 2022. |
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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 19, 2022 | /s/ Matthew L. Barron | |
| Name: | Matthew L. Barron | |
| Title: | Senior Vice President and General Counsel |
Exhibit 99.1
Sylvamo Announces Dividend, Share Repurchase Program
Board of Directors Initiates Quarterly Dividend, Authorization to Acquire up to $150 Million of Common Stock
MEMPHIS, Tenn.--(BUSINESS WIRE)--May 19, 2022--Sylvamo's (NYSE: SLVM) board of directors declared a quarterly dividend of $0.1125 per share for the period of July 1, 2022, to Sept. 30, 2022. The dividend is payable July 15, 2022, to holders of record at the close of business June 17, 2022.
The board also authorized a share repurchase program to acquire up to $150 million of the company's common stock.
"Our strong free cash flow enables us to begin returning cash to shareowners," said Jean-Michel Ribiéras, chairman and chief executive officer. "We also expect to continue paying down debt and will repurchase shares opportunistically to further increase our equity value.”
The repurchase program will follow applicable legal requirements, is subject to market conditions and other considerations, has no termination date and does not require the company to purchase shares.
About Sylvamo
Sylvamo (NYSE: SLVM) is the world's paper company with mills in Europe, Latin America and North America. Our vision is to be the employer, supplier and investment of choice. We transform renewable resources into papers that people depend on for education, communication and entertainment. Headquartered in Memphis, Tennessee, we employ more than 7,500 colleagues. Net sales for 2021 were $3.5 billion. For more information, please visit Sylvamo.com.
Forward Looking Statement
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the statement concerning paying down debt. Any or all forward-looking statements may turn out to be incorrect, and our actual actions and results could differ materially from what they express or imply, because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control. These risks, uncertainties, and other factors include those disclosed in the heading "Risk Factors" in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) and in our subsequent filings with the SEC, available on our website, Sylvamo.com. These forward-looking statements reflect our current expectations, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts
Investor Contact: Hans Bjorkman, 901-419-3525, hans.bjorkman@sylvamo.com
**Media Contact:** Adam Ghassemi, 901-419-4436, adam.ghassemi@sylvamo.com