WY 8-K
Weyerhaeuser Co (WY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
|
|
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including area code:
(
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 Symbol(s) |
|
Name of each exchange on which registered |
|
|
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
Item 5.02 |
|
Item 5.07: |
|
Item 9.01: |
|
|
|
EXHIBIT 10.1 |
|
EXHIBIT 104 |
Cover page interactive data file (embedded within the inline XBRL document). |
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
(e) On May 14, 2026, the Weyerhaeuser Company ("Weyerhaeuser" or the "Company") amended and restated the Weyerhaeuser Company 2023 Deferred Compensation Plan. Pursuant to the plan, designated employee participants, including the company’s executive officers, may defer between 10 and 50 percent of base salary and between 10 and 100 percent of cash incentive awards for payment at a future date. Participants may defer base salary into an interest-bearing cash account and cash incentive awards into either an interest-bearing cash account or an account denominated in stock equivalents. Prior to the amendment and restatement of the plan, amounts deferred into stock equivalent accounts were credited with a premium determined each year by the Compensation Committee; the primary purpose of the amendment and restatement of the plan was to eliminate the premium for stock equivalent deferrals and related provisions. The amended and restated plan will govern deferrals and distributions of amounts earned in 2027 and subsequent years.
The foregoing descriptions of the Deferred Compensation Plan are not intended to be complete and are qualified in their entirety by reference to the Deferred Compensation Plan filed herewith as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Weyerhaeuser Annual Meeting of Shareholders was held on May 15, 2026. There were 721,042,609 shares of common stock entitled to be voted at the meeting, of which 661,779,414 were represented in person or by proxy. 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, the election of 11 nominees to the Weyerhaeuser board of directors; Proposal 2, the annual advisory vote to approve the compensation of Weyerhaeuser’s named executive officers; and Proposal 3, the vote to ratify the appointment of KPMG as Weyerhaeuser’s independent auditors. Following are the final voting results, as certified by the Company’s inspector of elections:
Proposal 1. Shareholders elected the directors listed below to the board of directors.
Nominee |
Votes For |
Votes Against |
Votes to Abstain |
Broker Non-Votes |
Rick Beckwitt |
601,579,952 |
1,806,741 |
2,835,060 |
55,557,661 |
Mark A. Emmert |
582,307,732 |
21,038,507 |
2,875,514 |
55,557,661 |
Rick R. Holley |
571,842,423 |
31,553,194 |
2,826,136 |
55,557,661 |
Sara Grootwassink Lewis |
589,512,682 |
13,915,633 |
2,793,438 |
55,557,661 |
Deidra C. Merriwether |
594,329,726 |
9,102,248 |
2,789,779 |
55,557,661 |
Al Monaco |
599,244,950 |
4,150,151 |
2,826,652 |
55,557,661 |
James C. O'Rourke |
599,208,885 |
4,184,988 |
2,827,880 |
55,557,661 |
Nicole W. Piasecki |
563,333,024 |
40,090,218 |
2,798,511 |
55,557,661 |
Lawrence A. Selzer |
595,484,646 |
7,887,287 |
2,849,820 |
55,557,661 |
Devin W. Stockfish |
597,268,432 |
6,120,607 |
2,832,714 |
55,557,661 |
Kim Williams |
566,670,020 |
36,747,028 |
2,804,705 |
55,557,661 |
Proposal 2. Shareholders approved, on an advisory and non-binding basis, the compensation of Weyerhaeuser’s named executive officers for fiscal year 2026, as disclosed in the company's definitive proxy materials.
Votes For |
Votes Against |
Votes to Abstain |
Broker Non-Votes |
571,085,106 |
31,062,169 |
4,074,478 |
55,557,661 |
Proposal 3. Shareholders ratified the selection and appointment of KPMG LLP as Weyerhaeuser’s independent auditors for fiscal year 2026.
Votes For |
Votes Against |
Votes to Abstain |
Broker Non-Votes |
627,597,889 |
33,482,606 |
698,919 |
0 |
Weyerhaeuser’s next annual meeting of shareholders is scheduled to take place on May 14, 2027.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following items are filed as exhibits with this report.
|
|
|
|
Exhibit No. |
Description |
|
10.1 |
|
|
104 |
Cover page interactive data file (embedded within the inline XBRL document) |
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 20, 2026
Exhibit 10.1
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN-i-
Schedule A - Award Plans
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN-ii-
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -3-
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -4-
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -5-
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -6-
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -7-
The Participant may make only one such subsequent election under this paragraph 8(a)(iii) for each in-service distribution election.
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -8-
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -9-
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -10-
A payment due to an Unforeseeable Emergency shall not affect any deferral election previously made by the Participant.
(ii) Beneficiaries. A Participant may appoint a beneficiary or beneficiaries to receive payments of the Participant’s account upon the Participant’s death. The beneficiary appointment shall be made in a form to be supplied by the Administrator and may be revoked or superseded at any time by the Participant’s written direction. In the absence of a proper appointment of a beneficiary, or if the appointed beneficiary or beneficiaries fail to survive the Participant, the Participant’s beneficiary shall be the Participant’s estate.
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -11-
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -12-
If the Participant’s claim is partially or completely denied, the written notice to the Claimant (or his or her authorized representative) shall include:
If a Claimant submits a claim in accordance with the procedure described above and does not hear from the Administrator within 90 days, the Claimant may consider the claim denied.
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -13-
The Claimant (or his or her authorized representative) will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (within the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to his or her claim.
If a claim is partially or completely denied on appeal, the written notice of claim denial shall include the following:
If a Claimant files an appeal in accordance with the procedure described above and does not hear from the Administrator within 60 days, the Claimant may consider the appeal denied.
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -14-
(2) one year after the date on which the Claimant (or his or her authorized representative) received the written denial of the appeal; and (3) one year after the date the claim or appeal is deemed denied due to the expiration of the applicable review period. Court actions may not be commenced after this one-year period. Any judicial review of the Administrator’s decision on a claim shall be limited to whether, in the particular instance, the Administrator abused its discretion. In no event will such judicial review be on a de novo basis because the Administrator has discretionary authority to determine eligibility for (and the amount of) benefits under the Plan and to construe and interpret the terms and provisions of the Plan.
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -15-
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -16-
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -17-
* * * * *
IN WITNESS WHEREOF, Weyerhaeuser Company has caused this Plan to be duly executed on the date set forth below.
WEYERHAEUSER COMPANY
Date: May 14, 2026 By: /s/ Denise M. Merle
Title: Senior Vice President and Chief Administration Officer
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -18-
Weyerhaeuser Company
2026 Deferred Compensation Plan
Schedule A
Award Plans
Weyerhaeuser Company Annual Incentive Plan, as amended
WEYERHAEUSER COMPANY
2026 DEFERRED COMPENSATION PLAN -1-