6-K
West Fraser Timber Co., Ltd (WFG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2023
Commission File No. 001-39974
WEST FRASER TIMBER CO. LTD.
(Translation of registrant’s name into English)
1500 - 885West Georgia Street
Vancouver, British Columbia
V6C 3E8
(Address ofprincipal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐
SUBMITTED HEREWITH
| Exhibits | |
|---|---|
| 99.1 | News release re: West Fraser Announces Voting Results Of The Annual Shareholders Meeting |
| 99.2 | Voting Results of Annual General and Special Meeting held April 18, 2023 |
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SIGNATURE
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.
Dated: April 18, 2023
| WEST FRASER TIMBER CO. LTD. |
|---|
| /s/ Christopher A. Virostek |
| Christopher A. Virostek |
| Senior Vice-President, Finance and Chief Financial Officer |
EX-99.1
Exhibit 99.1
| News Release |
|---|
For Immediate Release
WEST FRASER ANNOUNCES VOTING RESULTS OF THE ANNUAL SHAREHOLDERS MEETING
VANCOUVER, B.C ., April 18, 2023 – West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX and NYSE: WFG) announced the voting results from its Annual General and Special Meeting held on Tuesday, April 18, 2023 in Quesnel, BC.
Voting Results for theElection of Directors
A total of 69,696,525 Common shares and Class B Common shares were voted at the meeting, representing 83.41% of the votes attached to all outstanding shares. Shareholders voted in favour of all items of business before the meeting, including the election of all director nominees as follows:
| Director | VotesFor | % of Votesin Favour | VotesWithheld | % of VotesWithheld | ||||
|---|---|---|---|---|---|---|---|---|
| Hank Ketcham | 65,972,655 | 97.19 | 1,907,222 | 2.81 | ||||
| Doyle N. Beneby | 67,677,147 | 99.70 | 202,731 | 0.30 | ||||
| Reid E. Carter | 65,845,948 | 97.00 | 2,033,929 | 3.00 | ||||
| Raymond Ferris | 67,855,089 | 99.96 | 24,788 | 0.04 | ||||
| John N. Floren | 66,327,081 | 97.71 | 1,552,796 | 2.29 | ||||
| Ellis Ketcham Johnson | 67,553,290 | 99.52 | 326,587 | 0.48 | ||||
| Brian G. Kenning | 65,771,883 | 96.89 | 2,107,995 | 3.11 | ||||
| Marian Lawson | 67,680,778 | 99.71 | 199,099 | 0.29 | ||||
| Colleen McMorrow | 67,387,056 | 99.27 | 492,822 | 0.73 | ||||
| Janice G. Rennie | 64,808,681 | 95.48 | 3,071,197 | 4.52 | ||||
| Gillian D. Winckler | 67,418,463 | 99.32 | 461,415 | 0.68 |
Voting Results for Other Matters
Shareholders approved the fixing the number of directors at eleven (11).
Shareholders approved the appointment of PricewaterhouseCoopers LLP as auditor of the Company.
The resolution on the Company’s approach to executive compensation (Say-on-Pay) as described in the Company’s management information circular dated March 9, 2023 was also approved, with 93.89% of votes cast in favour.
The resolution on the amendment, restatement and continuation of the Company’s Shareholder Rights Plan as described in the Company’s management information circular dated March 9, 2023 was also approved, with 73.19% of votes cast in favour.
Detailed voting results for the meeting are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.shtml.
About West Fraser
West Fraser is a diversified wood products company with more than 60 facilities in Canada, the United States, the United Kingdom, and Europe. From responsibly sourced and sustainably managed forest resources, the Company produces lumber, engineered wood products (OSB, LVL, MDF, plywood, and particleboard), pulp, newsprint, wood chips, other residuals, and renewable energy. West Fraser’s products are used in home construction, repair and remodelling, industrial applications, papers, tissue, and box materials. For more information about West Fraser, visit www.westfraser.com.
For More Information
Investor Contact
Robert B. Winslow, CFA
Director, Investor Relations & Corporate Development
Tel. (416) 777-4426
Media Contact
Joyce Wagenaar
Director, Communications
Tel. (604) 817-5539
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EX-99.2
Exhibit 99.2
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF
WEST FRASER TIMBER CO. LTD.
(“WEST FRASER”)
Tuesday, April 18, 2023 – 11:30 a.m.
Quesnel, British Columbia
VotingResults
This report on the voting results of the annual general and special meeting of shareholders of West Fraser is made in accordance with section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations.
The management of West Fraser recommended that Shareholders vote FOR matters 1, 2, 3, 4 and 5 below:
| 1. | Number of Directors |
|---|
The number of directors was set at 11 by a show of hands (no ballot).
| 2. | Election of Directors |
|---|
Each of the 11 nominees listed in the information circular were elected as directors of West Fraser.
| Nominee | Votes<br>For | % Votes<br>For | Votes<br>Withheld | % VotesWithheld | ||||
|---|---|---|---|---|---|---|---|---|
| Henry H. Ketcham | 65,972,655 | 97.19 | 1,907,222 | 2.81 | ||||
| Doyle N. Beneby | 67,677,147 | 99.70 | 202,731 | 0.30 | ||||
| Reid E. Carter | 65,845,948 | 97.00 | 2,033,929 | 3.00 | ||||
| Raymond Ferris | 67,855,089 | 99.96 | 24,788 | 0.04 | ||||
| John N. Floren | 66,327,081 | 97.71 | 1,552,796 | 2.29 | ||||
| Ellis Ketcham Johnson | 67,553,290 | 99.52 | 326,587 | 0.48 | ||||
| Brian G. Kenning | 65,771,883 | 96.89 | 2,107,995 | 3.11 | ||||
| Marian Lawson | 67,680,778 | 99.71 | 199,099 | 0.29 | ||||
| Colleen McMorrow | 67,387,056 | 99.27 | 492,822 | 0.73 | ||||
| Janice G. Rennie | 64,808,681 | 95.48 | 3,071,197 | 4.52 | ||||
| Gillian D. Winckler | 67,418,463 | 99.32 | 461,415 | 0.68 | ||||
| 3. | Appointment of Auditor | |||||||
| --- | --- |
The auditor listed in the information circular was appointed as auditor of West Fraser by a show of hands (no ballot).
| 4. | Advisory Resolution on our Approach to Executive Compensation |
|---|
West Fraser’s approach to executive compensation was approved (on an advisory basis) as described in the information circular.
| Votes For | % Votes For | Votes Against | % Votes Against | |||
|---|---|---|---|---|---|---|
| 63,731,765 | 93.89 | 4,148,115 | 6.11 | |||
| 5. | Reconfirmation of the Shareholder Rights Plan | |||||
| --- | --- |
West Fraser’s amendment, restatement and continuation of the Shareholder Rights Plan was approved as described in the information circular.
| Votes For | % Votes For | Votes Against | % Votes Against | |||
|---|---|---|---|---|---|---|
| 49,678,981 | 73.19 | 18,200,899 | 26.81 |
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