8-K New Director 1.22.15

0000106535-15-000004.txt : 20150130 0000106535-15-000004.hdr.sgml : 20150130 20150130162407 ACCESSION NUMBER: 0000106535-15-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150127 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150130 DATE AS OF CHANGE: 20150130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEYERHAEUSER CO CENTRAL INDEX KEY: 0000106535 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 910470860 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04825 FILM NUMBER: 15563375 BUSINESS ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 BUSINESS PHONE: 2539242345 MAIL ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 8-K 1 a8-knewdirector12215.htm FORM 8-K 8-K New Director 1.22.15

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

January 27, 2015

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)




Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

Federal Way, Washington 98063-9777

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(253) 924-2345

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))

TABLE OF CONTENTS




	Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	Item 7.01	Regulation FD Disclosure
	Item 9.01	Financial Statements and Exhibits
	SIGNATURES
	Exhibit 99.1	Press release dated January 30, 2015, announcing the election of David Bozeman to the Board of Directors of Weyerhaeuser Company


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2015, the Board of Directors of Weyerhaeuser Company (the "Company") elected David P. Bozeman as a new director of the Company, effective February 12, 2015. In connection with Mr. Bozeman's election, the number of directors constituting the Board of Directors of the Company will be increased from ten to eleven.

In accordance with the Company's director compensation program, Mr. Bozeman will be entitled to a cash retainer of $16,667 and a grant of restricted stock units valued at $16,667 (based on the average of the high and low price of the Company's common stock on the grant date of February 12, 2015), which represents a pro-ration of the annual director compensation based on the number of months he will serve from February 2015 to the date of the Company's 2015 Annual Meeting of Shareholders. If Mr. Bozeman is re-elected by shareholders at the 2015 Annual Meeting of Shareholders, he will receive a retainer of $220,000 of which $100,000 will be payable in cash and $120,000 will be payable in restricted stock units (based on the average of the high and low price of the Company's common stock on the grant date), in accordance with the Company's director compensation program.

Mr. Bozeman is senior vice president of Caterpillar Inc. with responsibility for the Caterpillar Enterprise System Group. Prior to his current role, from June 2010 to May 2013, he served as vice president of the Integrated Manufacturing Operations Division. From August 2009 to May 2010, he was vice president of the Core Components Business Unit and from October 2008 to July 2009, he served as general manager for the Specialty Products Business Unit. He joined Caterpillar in October 2008 from Harley-Davidson Motor Company, where he was vice president of Advanced Manufacturing responsible for developing and overseeing the implementation of advanced manufacturing technology.

Mr. Bozeman has not yet been named to a committee of the Board of Directors.

There are no transactions between Mr. Bozeman and the Company that would be reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On January 30, 2015, the Company issued a press release regarding the election of Mr. Bozeman to the Board of Directors, a copy of which is furnished as Exhibit 99.1 hereto. This exhibit is incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

The following items are filed as exhibits to this report:


Exhibit Number	Description


99.1	Press release dated January 30, 2015, announcing the election of David Bozeman to the Board of Directors of Weyerhaeuser Company

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.



	WEYERHAEUSER COMPANY

	By		/s/ Devin W. Stockfish
	Name:		Devin W. Stockfish
	Title:		Senior Vice President, General Counsel and Secretary

Date: January 30, 2015

EX-99.1 2 pressrelease13015.htm EXHIBIT PRESS RELEASE Press Release 1.30.15

Exhibit 99.1

For more information contact:

Media - Anthony Chavez, 253-924-7148

Analysts - Beth Baum, 253-924-3815

Weyerhaeuser Announces Election of David Bozeman to Board of Directors

FEDERAL WAY, Wash. (Jan. 30, 2015) - Weyerhaeuser Company (NYSE: WY) today announced that David P. Bozeman, 46, has been elected as a member of the company’s board of directors, effective Feb. 12, 2015. Bozeman currently serves as senior vice president of Caterpillar Inc. with responsibility for the Caterpillar Enterprise System Group, a position he has held since May of 2013.

“We are very pleased to welcome Dave to the Weyerhaeuser board of directors,” said Charles R. Williamson, chairman of the board of directors. “Dave brings a wealth of valuable manufacturing experience and a global perspective to Weyerhaeuser, having held senior executive positions with industry-leading organizations like Caterpillar and Harley-Davidson.”

Prior to his current role, Bozeman served in other leadership positions with Caterpillar, including vice president of the Integrated Manufacturing Operations Division and vice president of the Core Components Business Unit. Before joining Caterpillar, he served as vice president of Advanced Manufacturing for Harley Davidson Motor Company.

About Weyerhaeuser

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control nearly 7 million acres of timberlands, primarily in the U.S., and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood and cellulose fibers products. Our company is a real estate investment trust. In 2014, our continuing operations generated $7.4 billion in sales and employed approximately 12,800 people who serve customers worldwide. We are listed on the Dow Jones World Sustainability Index. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.