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 earliest event report)
(Exact name of registrant as specified in charter)
| Washington | 1-4825 | 91-0470860 |
| (State or other | (Commission | (IRS Employer |
| jurisdiction of | File Number) | Identification |
| incorporation or | | Number) |
| organization) | | |
Federal Way, Washington 98063-9777
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including area code:
(253) 924-2345
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:
| r | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 9.01. | Financial Statements and Exhibits |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective February 18, 2009, The Compensation Committee of the Company’s Board of Directors approved one-time grants of options to purchase Company common stock for retention purposes to four of the Company’s executive officers who are “named executive officers” for purposes of the Company’s proxy statement for the 2009 Annual Shareholders’ Meeting. The four officers who received the retention grants are: Daniel S. Fulton, Patricia M. Bedient, Thomas F. Gideon and Srinivasan Chandrasekaran. The retention grants, which were made under the Company’s Long Term Incentive Plan, were previously reported on Form 4 reports of changes in beneficial ownership filed with the Securities and Exchange Commission.
The stock options vest only after four years of continuous service and 100% of the grant will vest on the fourth anniversary of the date of the grant. Unvested grants are forfeited upon termination of employment.
The named executive officers received the following grants:
| Daniel S. Fulton | | | 125,000 | |
| Patricia M. Bedient | | | 47,600 | |
| Thomas F. Gideon | | | 66,000 | |
| Srinivasan Chandrasekaran | | | 26,000 | |
The terms of the stock options are set out in the attached exhibit.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Weyerhaeuser Company 2004 Long-Term Incentive Plan Stock Option Terms and Conditions
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.
| | By | /s/ Jeanne Hillman |
| | Its: | Vice President and |
Date: February 23, 2009
