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
May 17, 2019
(Date of earliest event reported)
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)
Washington | 1-4825 | 91-0470860 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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:
o | Emerging growth company |
o | 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 | 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 |
SIGNATURES |
.
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) On May 17, 2019, Jeanne M. Hillman elected to retire from her role as Vice President and Chief Accounting Officer of Weyerhaeuser Company. Ms. Hillman will continue overseeing a technology project until her retirement from the company in March of 2020.
(c) David M. Wold, 37, has been appointed as Vice President and Chief Accounting Officer effective May 17, 2019. Mr. Wold joined Weyerhaeuser in November 2013 as Senior Manager, Accounting, and has been Corporate Controller of the company since March 2018. Previously, he served as Senior Director, Accounting, from November 2014 to March 2018. Prior to joining the company, he served as Vice President, Finance of Verdiem Corporation, a privately held technology company, from September 2011 to November 2013. Mr. Wold was previously Senior Manager at the accounting firm of KPMG LLP and is a certified public accountant in the State of Washington.
Item 5.07. | Submission of Matters to a Vote of Security Holders |
Weyerhaeuser Company’s Annual Meeting of Shareholders was held on May 17, 2019. 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 re-elected for one-year terms of service to the board of directors the following director nominees: Mark A. Emmert, Rick R. Holley, Sara Grootwassink Lewis, Nicole W. Piasecki, Marc F. Racicot, Lawrence A. Selzer, D. Michael Steuert, Devin W. Stockfish, Kim Williams and Charles R. Williamson. The final vote results were as follows:
Nominee | Votes For | Votes Against | Votes to Abstain | Broker Non-Votes | ||||
Mark A. Emmert | 563,114,612 | 9,374,842 | 863,081 | 103,179,480 | ||||
Rick R. Holley | 564,066,368 | 8,338,494 | 947,673 | 103,179,480 | ||||
Sara Grootwassink Lewis | 567,112,723 | 5,286,050 | 953,762 | 103,179,480 | ||||
Nicole W. Piasecki | 553,021,752 | 19,477,632 | 853,151 | 103,179,480 | ||||
Marc F. Racicot | 566,950,060 | 5,533,500 | 868,975 | 103,179,480 | ||||
Lawrence A. Selzer | 563,785,987 | 8,707,816 | 858,732 | 103,179,480 | ||||
D. Michael Steuert | 560,262,020 | 12,168,772 | 921,743 | 103,179,480 | ||||
Devin W. Stockfish | 567,075,235 | 5,427,055 | 850,245 | 103,179,480 | ||||
Kim Williams | 562,731,903 | 9,742,259 | 878,373 | 103,179,480 | ||||
Charles R. Williamson | 555,131,747 | 17,113,598 | 1,107,190 | 103,179,480 |
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 |
426,005,243 | 144,806,574 | 2,540,718 | 103,179,480 |
Proposal 3. 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 2019. The final vote results were as follows:
Votes For | Votes Against | Votes to Abstain | Broker Non-Votes |
666,187,169 | 8,985,969 | 1,358,877 | -0- |
Weyerhaeuser’s next annual meeting of shareholders is scheduled for May 15, 2020.
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 17, 2019