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
of incorporation)
(I.R.S. Employer
Identification No.)
   
6400 Poplar Avenue, 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 (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
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
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
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
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
Number
Description
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, [email protected]
Media Contact: Adam Ghassemi, 901-419-4436, [email protected]