8-K

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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): August 3, 2023

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

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Section 5 – Corporate Governance and Management

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

(d) The board of directors of Weyerhaeuser Company (the "Company") has appointed James "Joc" C. O'Rourke to serve as a new director of the Company effective August 3, 2023. Mr. O'Rourke has not yet been appointed to a board committee. In connection with his appointment, the number of directors constituting the board of directors was increased from nine to ten.

Mr. O'Rourke is president and chief executive officer of The Mosaic Company, one of the world's leading producers of concentrated phosphate and potash crop nutrients, a position he has held since 2015. In previous roles with Mosaic, he was executive vice president–operations and chief operating officer from 2012 to 2015, and executive vice president – operations from 2009 to 2012. As a non-employee director, Mr. O'Rourke will receive a pro-rata portion of the $285,000 non-employee director retainer in the amount of $220,014 based on the time he will serve from the date of his appointment to the date of the Company's 2024 annual meeting of shareholders. The retainer is paid $88,777 in the form of cash and $131,236 in the form of restricted stock units. The restricted stock units vest on the earlier of May 12, 2024 (the anniversary date of the 2023 annual shareholders meeting) or the day immediately preceding the 2024 annual shareholders meeting and are subject to the other terms and conditions set forth in the form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Director Restricted Stock Unit Award Grant Notice and Terms and Conditions, which are filed as an exhibit to this Current Report and are incorporated herein by reference.

There are no transactions between Mr. O’Rourke and the Company that would be reportable under Item 404(a) of Regulation S-K.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following items are filed as exhibits to this report.

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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 hereunto duly authorized.

Date: August 3, 2023

EX-99.1

Exhibit 99.1 NEWS RELEASE

Corporate Headquarters • 220 Occidental Avenue South• Seattle, WA 98104

For more information contact:

Analysts – Andy Taylor, 206-539-3907

Media – Nancy Thompson, 919-861-0342

Weyerhaeuser Announces Appointment of James C. O’Rourke to Board of Directors

SEATTLE, August 3, 2023 — Weyerhaeuser Company (NYSE: WY) today announced the appointment of James “Joc” C. O’Rourke, president and chief executive officer and a director of The Mosaic Company, to the company’s board of directors. His appointment is effective immediately.

"We are very pleased to welcome Joc to the Weyerhaeuser board of directors," said Rick R. Holley,

chairman of the board of directors. "Joc brings more than 25 years of experience in mining and processing positions, including proven success leveraging growth opportunities in commodities markets and managing international supply chains and customers. He has an exceptional track record of focusing on people, safety, innovation and operational efficiency, as well as a deep commitment to sustainability and improving environmental performance and climate impact.”

The Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients used to support fertilizers and feed ingredients for the global agriculture industry. O’Rourke joined the company in 2009 as executive vice president – operations and for his first six years had responsibility for Mosaic’s global mining and processing operations, supply chain, procurement, and environment, health and safety organizations. He was appointed president and chief executive officer in August 2015.

Prior to joining Mosaic, O'Rourke was president of Australia Pacific for Barrick Gold Corporation, the largest gold producer in Australia, and he has held various management, engineering and other roles in the mining industry in Canada and Australia. O’Rourke holds a bachelor of science degree in mining and mineral engineering from the University of British Columbia in Vancouver, Canada, and an executive master of business administration degree from INSEAD in Fontainebleau, France. He also serves as a director, chair of the Compensation and Human Resources Committee and member of the Nominating and Governance Committee of The Toro Company.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control approximately 11 million acres of timberlands in the U.S. and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood products in North America. Our company is a real estate investment trust. In 2022, we generated $10.2 billion in net sales and employed approximately 9,200 people who serve customers worldwide. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.