WestRock (WRK) 8-K 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

Date of Report (Date of earliest event reported): January 28, 2022

WestRock Company

(Exact name of registrant as specified in charter)

Delaware	001-38736		37-1880617
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
1000 Abernathy Road, Atlanta, Georgia		30328
(Address of principal executive offices)		(Zip Code)

(770) 448-2193

(Registrant’s telephone number, including area code)

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:

☐	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 $0.01 per share	WRK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).  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 5.07.  Submission of Matters to a vote of Security Holders

WestRock Company held its annual meeting of stockholders on January 28, 2022, at which the Company submitted the following matters to a vote of its stockholders:

Votes cast for, against or withheld regarding 10 individuals nominated for election to serve on the Company’s board of directors for a term expiring in 2023 were as follows:

	For		Against		Withheld		Broker Non-Vote
Colleen F. Arnold		205,591,156		5,931,660		366,508		19,054,831
Timothy J. Bernlohr		190,739,258		20,765,287		384,779		19,054,831
J. Powell Brown		208,893,340		2,680,346		315,638		19,054,831
Terrell K. Crews		209,150,163		2,355,830		383,331		19,054,831
Russell M. Currey		209,649,444		1,979,602		260,278		19,054,831
Suzan F. Harrison		209,321,677		2,197,405		370,242		19,054,831
Gracia C. Martore		206,020,721		5,492,626		375,977		19,054,831
James E. Nevels		205,587,742		5,917,176		384,406		19,054,831
David B. Sewell		210,399,184		1,183,071		307,069		19,054,831
Alan D. Wilson		208,741,774		2,763,143		384,407		19,054,831

Votes cast for or against, as well as the number of abstentions and broker non‑votes regarding each of the matters noted below, were as follows:

	For		Against		Abstain		Broker Non-Vote
Advisory vote on executive compensation		186,472,821		24,520,469		896,034		19,054,831
Approval of Amendment to WestRock Company 2020 Incentive Stock Plan		196,330,131		14,811,581		747,612		19,054,831
Ratify the appointment of Ernst & Young LLP to      serve as independent registered public accounting      firm of the Company		220,732,725		9,895,983		315,447		n/a

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.

	WESTROCK COMPANY
	(Registrant)
Date:  January 31, 2021	By:	/s/ Robert B. McIntosh
		Robert B. McIntosh
		Executive Vice-President, General Counsel and Secretary