8-K
WEYERHAEUSER CO (WY)
Table of Contents
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 12, 2023
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. |
Table of Contents
TABLE OF CONTENTS
| Item 5.07: | Submission of Matters to a Vote of Security Holders |
|---|---|
| Signatures | |
| EXHIBIT 104 | Cover page interactive data file (embedded within the inline XBRL document). |
Table of Contents
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders
The Weyerhaeuser Company (the "Company") Annual Meeting of Shareholders was held on May 12, 2023. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, to vote on the following four items of business:
Proposal 1. Shareholders re-elected the following director nominees to the board of directors for one-year terms of service to expire at the 2024 Annual Meeting of Shareholders: Mark A. Emmert, Rick R. Holley, Sara Grootwassink Lewis, Deidra C. Merriwether, Al Monaco, Nicole W. Piasecki, Lawrence A. Selzer, Devin W. Stockfish, and Kim Williams. The final vote results were as follows:
| Nominee | Votes For | Votes Against | Votes to Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Mark A. Emmert | 573,427,190 | 26,127,314 | 2,106,420 | 55,423,569 |
| Rick R. Holley | 570,422,801 | 29,021,290 | 2,216,833 | 55,423,569 |
| Sara Grootwassink Lewis | 583,534,599 | 16,097,707 | 2,028,618 | 55,423,569 |
| Deidra C. Merriwether | 584,690,613 | 14,924,424 | 2,045,887 | 55,423,569 |
| Al Monaco | 592,672,786 | 6,886,551 | 2,101,587 | 55,423,569 |
| Nicole W. Piasecki | 553,688,500 | 45,928,643 | 2,043,781 | 55,423,569 |
| Lawrence A. Selzer | 586,234,642 | 13,334,567 | 2,091,715 | 55,423,569 |
| Devin W. Stockfish | 591,546,329 | 8,051,739 | 2,062,856 | 55,423,569 |
| Kim Williams | 564,115,607 | 35,512,070 | 2,033,247 | 55,423,569 |
Proposal 2. Shareholders approved, on an advisory and non-binding basis, the compensation of the Company'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 |
|---|---|---|---|
| 567,352,084 | 31,180,696 | 3,128,144 | 55,423,569 |
Proposal 3. Shareholders approved, on an advisory and non-binding basis, holding future advisory votes on the compensation of the Company’s named executive officers every year. The final vote results were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 593,434,494 | 807,102 | 4,851,554 | 2,567,774 | 55,423,569 |
Proposal 4. Shareholders ratified, on an advisory and non-binding basis, the selection and appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023. The final vote results were as follows:
| Votes For | Votes Against | Votes to Abstain | Broker Non-Votes |
|---|---|---|---|
| 621,438,144 | 34,773,375 | 872,974 | 0 |
The Company’s next annual meeting of shareholders is scheduled for May 10, 2024.
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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 15, 2023