UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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): May 06, 2024 |
POTLATCHDELTIC CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Delaware | 1-32729 | 82-0156045 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
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. ☐
Explanatory Note
PotlatchDeltic Corporation (the “Company”) is filing this Current Report on Form 8-K/A (this “Amendment”) solely to correct an error in the Current Report on Form 8-K filed by the Company on May 8, 2024 (the “Original 8-K”). The Original 8-K inadvertently included an Exhibit 3.1, which is deleted in its entirety in this Amendment. Other than the removal of Exhibit 3.1, the Original 8-K is unchanged.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 6, 2024, PotlatchDeltic Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders.
(b) The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2024.
(c) The certified results of the stockholder vote are as follows:
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Proposal 1 - Election of Directors |
The following individuals were elected to serve as Directors to hold office until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. |
| | | | |
Nominee | For | Against | Abstain | Broker non-votes |
William L. Driscoll | 67,588,546 | 937,542 | 73,221 | 4,889,122 |
D. Mark Leland | 66,390,515 | 2,131,363 | 77,431 | 4,889,122 |
Lenore M. Sullivan | 64,037,453 | 4,485,814 | 76,042 | 4,889,122 |
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Proposal 2 - Ratification of KPMG LLP as Independent Auditor for 2024 |
The stockholders ratified the appointment of KPMG LLP as the Company’s independent auditor for 2024. |
| | |
For | Against | Abstain |
70,409,343 | 3,016,242 | 62,846 |
|
Proposal 3 - Advisory vote to approve named executive officer compensation |
The stockholders approved the compensation paid to the Company’s named executive officers. |
| | | |
For | Against | Abstain | Broker non-votes |
66,320,039 | 2,177,653 | 101,617 | 4,889,122 |
Item 9.01 Financial Statements and Exhibits.
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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: | May 8, 2024 | By: | /s/ Michele L. Tyler |
| | | Michele L. Tyler
Vice President, General Counsel and Corporate Secretary |
