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): May 10, 2024

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of<br><br>incorporation or organization)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification Number)

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:

☐	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><br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.25 per share	WY	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 or Rule 12b-2 of the Securities Exchange Act of 1934:

☐	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.

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TABLE OF CONTENTS

Item 5.02:	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.07:	Submission of Matters to a Vote of Security Holders
Item 7.01:	Regulation FD Disclosure
Item 9.01:	Financial Statements and Exhibits
	Signatures
EXHIBIT 99.1	Press release issued by Weyerhaeuser Company on May 13, 2024
EXHIBIT 104	Cover page interactive data file (embedded within the inline XBRL document).

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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

(b), (e) On May 10, 2024, the board of directors of Weyerhaeuser Company (“Weyerhaeuser”) was notified that Keith J. O’Rear will retire as Weyerhaeuser’s senior vice president of Wood Products effective June 3, 2024. Brian Chaney, who currently serves as Weyerhaeuser’s Vice President of Engineered Wood Products and Innovation, will succeed Mr. O’Rear as senior vice president of Wood Products effective the date of Mr. O’Rear’s retirement from his current position. Mr. O’Rear will remain with the company as a strategic advisor for the remainder of 2024 with no changes to his current compensation arrangements; provided that Mr. O’Rear will no longer qualify for executive benefits (including executive severance and change of control).

Item 5.07. Submission of Matters to a Vote of Security Holders

The Weyerhaeuser Annual Meeting of Shareholders was held on May 10, 2024. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, to vote on the following three items of business:

Proposal 1. Shareholders elected the directors listed below to the board of directors for one-year terms of service to expire at the 2025 Annual Meeting of Shareholders. The final vote results were as follows:

Nominee	Votes For	Votes Against	Votes to Abstain	Broker Non-Votes
Mark A. Emmert	577,821,975	23,294,836	1,995,205	55,546,254
Rick R. Holley	577,700,256	23,438,003	1,973,757	55,546,254
Sara Grootwassink Lewis	591,330,971	9,838,926	1,942,119	55,546,254
Deidra C. Merriwether	591,614,831	9,404,272	2,092,913	55,546,254
Al Monaco	598,905,128	2,206,526	2,000,362	55,546,254
James C. O'Rourke	599,260,286	1,878,768	1,972,962	55,546,254
Nicole W. Piasecki	561,842,616	39,340,521	1,928,879	55,546,254
Lawrence A. Selzer	592,201,201	8,765,029	2,145,786	55,546,254
Devin W. Stockfish	597,558,673	3,573,911	1,979,432	55,546,254
Kim Williams	565,764,862	34,651,822	2,695,332	55,546,254

Proposal 2. Shareholders approved, on an advisory and non-binding basis, the compensation of Weyerhaeuser’s named executive officers as disclosed in the company's definitive proxy materials. The final vote results were as follows:

Votes For	Votes Against	Votes to Abstain	Broker Non-Votes
565,162,398	35,155,112	2,794,506	55,546,254

Proposal 3. Shareholders ratified the selection and appointment of KPMG LLP as Weyerhaeuser’s independent registered public accounting firm for 2024. The final vote results were as follows:

Votes For	Votes Against	Votes to Abstain	Broker Non-Votes
622,600,004	35,312,503	736,763	0

Weyerhaeuser’s next annual meeting of shareholders is scheduled to take place on May 9, 2025.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

On May 13, 2024, Weyerhaeuser issued a press release announcing the changes to its senior leadership team described in Item 5.02 of this report. A copy of the press release is furnished as Exhibit 99.1 to this report.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

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(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Weyerhaeuser Company on May 13, 2024
104	Cover page interactive data file (embedded within the inline XBRL document)

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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.

WEYERHAEUSER COMPANY
By:	/s/ Kristy T. Harlan
Name:	Kristy T. Harlan
Its:	Senior Vice President, General Counsel and Corporate Secretary

Date: May 13, 2024

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

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

For more information contact:

Weyerhaeuser

Analysts – Andy Taylor, 206-539-3907

Media – Nancy Thompson, 919-861-0342

Weyerhaeuser Appoints Brian Chaney as Senior Vice President of Wood Products Chaney to replace Keith O’Rear, who is retiring after 36 years with the company

SEATTLE, May 13, 2024 — Weyerhaeuser Company (NYSE: WY) today announced the appointment of Brian Chaney as senior vice president of Wood Products, effective June 3, 2024. Chaney currently serves as vice president of Engineered Wood Products and Innovation for the company, and he will take over for Keith O’Rear, who is retiring from his role on June 3 and will serve as a strategic advisor to the company through the end of 2024.

“Brian has demonstrated exceptional leadership driving safety, strategy and operational excellence in his 33 years with the company,” said Devin W. Stockfish, president and chief executive officer. “He has significantly strengthened our culture of innovation and execution and helped position us for future growth opportunities, and we look forward to bringing his vision and energy to the senior management team.”

“This is an incredible honor to lead our Wood Products organization,” Chaney said. “We are entering a period of tremendous opportunity for our company, particularly in terms of emerging technologies and innovations in our space. I’m excited to leverage the ideas and experience of everyone in our organization to help our teams operate more safely and effectively, continue providing exceptional service to our customers and further build on our competitive position at Weyerhaeuser.”

“I also want to congratulate Keith on his retirement and thank him for his 36 years of outstanding leadership and service with Weyerhaeuser,” Stockfish said. “Keith has had a deep and enduring impact on our company, from building a foundation of reliability across our manufacturing operations to driving operational excellence and helping develop the next generation of Wood Products leaders. We are grateful for all he has done to grow the business and build on our industry-leading operating performance.”

ABOUT BRIAN CHANEY Brian Chaney started at Weyerhaeuser in 1991 and has held a series of progressive operational and leadership roles in Timberlands and across our Wood Products businesses, including serving in multiple senior-level manufacturing roles, as vice president of Wood Products Sales and Marketing and most recently as vice president of Engineered Wood Products and Innovation. Chaney earned a bachelor of science and a master’s in interdisciplinary studies from Oregon State University, as well as completing the Stanford University Executive Program.

ABOUT WEYERHAEUSER Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900 and today owns or controls approximately 10.5 million acres of timberlands in the U.S., as well as 14 million acres of timberlands managed under long-term licenses in Canada. Weyerhaeuser has been a global leader in sustainability for more than a century and manages 100 percent of its timberlands on a fully sustainable basis in compliance with internationally recognized sustainable forestry standards. Weyerhaeuser is also one of the largest manufacturers of wood products in North America and operates additional business lines around real estate, climate solutions, energy and natural resources, among others. In 2023, the company generated $7.7 billion in net sales and employed approximately 9,300 people who serve customers worldwide. Operated as a real estate investment trust, Weyerhaeuser’s common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.