Domtar 8K Submission of Matters to a Vote of Security Holders

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 8, 2017/May 3, 2017

(Date of Report/Date of earliest event reported)

DOMTAR CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

001-33164

20-5901152

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

234 Kingsley Park Drive

Fort Mill, South Carolina

29715

(Address and zip code of principal executive offices)

(803) 802-7500

(Registrant’s telephone number, including area code)

N/A

(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))

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders of Domtar Corporation (the “Corporation”) held on May 3, 2017, the following items were submitted to a vote of the stockholders of the Corporation:

Election of nine Directors to serve for a term of one year that will expire at the Corporation’s 2018 annual meeting :


	For		Against		Abstain		Non Votes
GIANNELLA ALVAREZ		53,305,132		152,677		22,736		2,269,875
ROBERT E. APPLE		53,330,580		128,189		21,776		2,269,875
DAVID J. ILLINGWORTH		53,320,042		138,390		22,113		2,269,875
BRIAN M. LEVITT		53,311,045		148,196		21,304		2,269,875
DAVID G. MAFFUCCI		53,333,518		124,757		22,270		2,269,875
PAMELA B. STROBEL		52,342,371		1,117,228		20,946		2,269,875
DENIS TURCOTTE		52,167,816		1,290,976		21,753		2,269,875
JOHN D. WILLIAMS		53,321,620		138,041		20,884		2,269,875
MARY A. WINSTON		53,336,299		123,040		21,206		2,269,875

The approval, by a non-binding advisory vote, of the compensation paid by the Corporation to its Named Executive Officers;


For		Against		Abstain
	51,175,797		2,184,666		120,082

The selection, by a non-binding advisory vote, of the frequency at which the stockholders of the Corporation will be asked to approve, by a non-binding advisory vote, the compensation paid by the Corporation to its Named Executive Officers;


1 YEAR		2 YEARS		3 YEARS		Abstain
	38,170,755		47,475		15,156,895		105,420

As shown above, a majority of the votes cast by the stockholders voted, on a non-binding basis, to conduct future non-binding votes on named executive officer compensation every year, consistent with the previously approved recommendation of the Corporation’s Board of Directors to its stockholders. Accordingly, the Corporation’s policy will be to conduct a non-binding vote on named executive officer compensation every year. In the future, this policy could change based, among other things, on the outcome of the next non-binding vote on the frequency of future non-binding votes on named executive officer compensation, and such other factors as the Board considers appropriate.

The approval of the material terms of the performance goals under the Domtar Corporation Annual Incentive Plan for Members of the Management Committee;


For		Against		Abstain
	52,756,259		576,718		147,568

The approval of the material terms of the performance goals under the Amended and Restated Domtar Corporation 2007 Omnibus Incentive Plan;


For		Against		Abstain
	52,228,579		1,105,805		146,161

The approval of equity compensation limit for directors under the Amended and Restated Domtar Corporation 2007 Omnibus Incentive Plan;


For		Against		Abstain
	51,784,483		1,579,459		116,603

The ratification of the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent public accounting firm for the 2017 fiscal year.


For		Against		Abstain
	55,417,338		315,485		17,597

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.


DOMTAR CORPORATION (Registrant)

By:		/s/ Razvan L. Theodoru
		Name: Razvan L. Theodoru Title: Vice-President, Corporate Law and Secretary

Date: May 8, 2017

Domtar (UFS) 8-KSubmission of Matters to a Vote of Security Holders