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): February 13, 2020
MERCER INTERNATIONAL INC.
(Exact name of Registrant as Specified in Its Charter)
Washington | 000-51826 | 47-0956945 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (604) 684-1099
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instructions A.2. below):
☐ | 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 |
Common Stock, par value $1.00 per share | | MERC | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition
The information furnished under Item 2.02 of this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On February 13, 2020, Mercer International Inc. (the “Company”) announced by press release the Company’s results for its fourth quarter and year ended December 31, 2019. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 13, 2020, the Company also announced that the board of directors of the Company (the “Board”) increased the size of the Board to nine directors and that Rainer Rettig has been appointed a director of the Company. The appointment is effective February 14, 2020 and is for an initial term expiring at the Company’s 2020 annual meeting of shareholders. Mr. Rettig has not yet been appointed to any committees of the Board. The Company expects to enter into the Company’s standard director indemnification agreement with Mr. Rettig. Mr. Rettig will also receive cash compensation in accordance with the Company’s compensation program for non-employee directors, which provides for annual cash retainers and annual equity grants. There are no arrangements or understandings between Mr. Rettig and any other persons pursuant to which he was selected as a director of the Company.
Item 8.01 Other Events.
On February 13, 2020, the Company announced by press release that its board of directors had authorized a quarterly cash dividend of $0.1375 per share to be paid on April 1, 2020 to all shareholders of record on March 25, 2020. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1
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 thereunto duly authorized.
| | MERCER INTERNATIONAL INC. |
| | | |
Date: February 13, 2020 | | By: | /s/ David K. Ure | |
| | | David K. Ure |
| | | Chief Financial Officer |
2
