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
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Date of Report (Date of earliest event reported): December 01, 2023 |
POTLATCHDELTIC CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 1-32729 | 82-0156045 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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601 West First Avenue, Suite 1600 | |
Spokane, Washington | | 99201 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 509 835-1500 |
(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:
☐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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock ($1 par value) | | PCH | | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Having reached the mandatory retirement age of 72 under Article IV, Section 2 of the PotlatchDeltic Corporation (“Company”) bylaws, R. Hunter Pierson, Jr., a Class II director, will be retiring from the Company’s Board of Directors (the “Board”), effective December 31, 2023, following nearly five years of service as a member of the Board. In connection with the vacancy resulting from Mr. Pierson's retirement from the Board, on December 1, 2023, the Board determined to decrease the size of the Board from ten directors to nine directors, effective January 1, 2024. To assist the Board in rebalancing the classes of directors on the Board so that each class will be nearly as equal as possible, on December 1, 2023, James M. DeCosmo agreed to resign as a Class III director (with a term expiring in 2026) and become a Class II Director (with a term expiring in 2025), effective January 1, 2024. The resignation of Mr. DeCosmo from Class III is being effected solely to rebalance the Board classes. In connection with these actions, on December 1, 2023, the Board determined that, effective January 1, 2024, the number of directors in each of Class I, Class II and Class III shall be three.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description |
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 thereunto duly authorized.
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| | | PotlatchDeltic Corporation |
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Date: | December 1, 2023 | By: | /s/ Michele L. Tyler |
| | | Michele L. Tyler
Vice President, General Counsel and Corporate Secretary |
