ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 31, 2019, Resolute Forest Products Inc. (the “Company”) reported its earnings for the quarter and year ended December 31, 2018. A copy of the press release containing the information is furnished as exhibit 99.1 and is incorporated herein by reference.
The information contained and incorporated in Item 2.02 of this Current Report on Form8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Appointment of Suzanne Blanchet as director of the Company
On January 31, 2019, pursuant to the Company’sby-laws, the board of directors of the Company appointed Suzanne Blanchet to serve on the Company’s board as anon-employee director. Ms. Blanchet spent over 30 years with Cascades Inc., including as senior vice president, Corporate Development, from 2014 to 2017. From 1997 to 2014, she was president and chief executive officer of Cascades Tissue Group. Ms. Blanchet is a graduate of the Directors Education Program of the Institute of Corporate Directors and currently serves as a director of Agropur, GDI Integrated Facility Services Inc. (TSX), and other private company boards. Ms. Blanchet may be appointed to serve as a member of one or more of the committees of the board of directors at a later date.
As a director, Ms. Blanchet will receive an annual retainer fee of $75,000, payable in cash in equal quarterly installments. She will also receive, at the same time as the annual grant of equity awards to othernon-employee directors of the Company, a cash-settled equity award in the form of deferred stock units (“DSUs”) with an aggregate grant date fair value of $75,000 under FASB ASC Topic 718, subject to the Resolute Forest Products Equity Incentive Plan. The Company will determine the number of shares by dividing the award value by the volume weighted average of the highest and lowest prices per share at which the Company’s common stock was traded on the NYSE on each of the five business days immediately before the grant date. The equity award will vest in 25% tranches on the last day of each calendar quarter of 2019, and will contain the same terms for other vesting triggers and settlement as those set forth in the annual equity award agreement fornon-employee directors of the Company, as further described in the Company’s definitive proxy statement on Schedule 14A as filed with the SEC on April 6, 2018 under the heading “Director Compensation—Equity Component” and incorporated herein by reference. Ms. Blanchet will be eligible to participate in and defer any of her cash fees to the Resolute Forest Products Outside Director Deferred Compensation Plan, as further described in the Company’s definitive proxy statement on Schedule 14A as filed with the SEC on April 6, 2018 under the heading “Director Compensation—Cash Component” and incorporated herein by reference.
Summary of terms for Mr. Richard Garneau – Amendment to Agreement as Special Advisor to CEO
Role as Special Advisor.On February 1, 2018, Mr. Garneau began to serve as a Special Advisor to Mr. Laflamme, the Company’s president and chief executive officer. This role began immediately following Mr. Garneau’s resignation as president and chief executive officer on January 31, 2018 pursuant to a letter agreement between the Company and Mr. Garneau dated February 1, 2018 (the “Letter Agreement”). The principal terms of the Letter Agreement were summarized in a Current Report on Form8-K as filed with the Securities and Exchange Commission (the “SEC”) on February 6, 2018 and the Letter Agreement was filed as Exhibit 10.53 to the Company’s Annual Report on Form10-K for the year ended December 31, 2017 as filed with the SEC on March 1, 2018. Per the terms of the Letter Agreement, Mr. Garneau’s term as Special Advisor was scheduled to end January 31, 2019. The Company and Mr. Garneau have agreed to amend the Letter Agreement as described below.
Salary.Mr. Garneau will continue to be an employee of the Company and receive a monthly base salary of $20,000 per month, paid pursuant to the Company’s currency policy. For 2019, 61.3% of his base salary will be denominated in Canadian dollars and 38.7% will be denominated in U.S. dollars.
Retirement Benefits.In 2018, Mr. Garneau was able to continue to participate in the Company’s registered defined contribution retirement plan and the DCMake-Up Program, which allow for the accumulation of retirement benefits. Under the amended agreement, in 2019, Mr. Garneau will cease earning additional benefits in thetax-qualified retirement plan and the DCMake-Up Program as Canadian law requires participation to end after the year in which a participant attains age 71.
