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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): May 12, 2023

 

 

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)

 

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

 

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 $1.25 per share

 

WY

 

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 or Rule 12b-2 of the Securities Exchange Act of 1934:

 

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.

 

 


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TABLE OF CONTENTS

 

Item 5.07:

Submission of Matters to a Vote of Security Holders

 

Signatures

EXHIBIT 104

Cover page interactive data file (embedded within the inline XBRL document).

 

 


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Section 5 – Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Security Holders

 

The Weyerhaeuser Company (the "Company") Annual Meeting of Shareholders was held on May 12, 2023. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, to vote on the following four items of business:

 

Proposal 1. Shareholders re-elected the following director nominees to the board of directors for one-year terms of service to expire at the 2024 Annual Meeting of Shareholders: Mark A. Emmert, Rick R. Holley, Sara Grootwassink Lewis, Deidra C. Merriwether, Al Monaco, Nicole W. Piasecki, Lawrence A. Selzer, Devin W. Stockfish, and Kim Williams. The final vote results were as follows:

 

Nominee

Votes For

Votes Against

Votes to Abstain

Broker Non-Votes

Mark A. Emmert

573,427,190

26,127,314

2,106,420

55,423,569

Rick R. Holley

570,422,801

29,021,290

2,216,833

55,423,569

Sara Grootwassink Lewis

583,534,599

16,097,707

2,028,618

55,423,569

Deidra C. Merriwether

584,690,613

14,924,424

2,045,887

55,423,569

Al Monaco

592,672,786

6,886,551

2,101,587

55,423,569

Nicole W. Piasecki

553,688,500

45,928,643

2,043,781

55,423,569

Lawrence A. Selzer

586,234,642

13,334,567

2,091,715

55,423,569

Devin W. Stockfish

591,546,329

8,051,739

2,062,856

55,423,569

Kim Williams

564,115,607

35,512,070

2,033,247

55,423,569

 

 

Proposal 2. Shareholders approved, on an advisory and non-binding basis, the compensation of the Company's named executive officers as disclosed in the Company's definitive proxy materials. The final vote results were as follows:

 

Votes For

Votes Against

Votes to Abstain

Broker Non-Votes

567,352,084

31,180,696

3,128,144

55,423,569

 

 

Proposal 3. Shareholders approved, on an advisory and non-binding basis, holding future advisory votes on the compensation of the Company’s named executive officers every year. The final vote results were as follows:

 

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

593,434,494

807,102

4,851,554

2,567,774

55,423,569

 

 

Proposal 4. Shareholders ratified, on an advisory and non-binding basis, the selection and appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023. The final vote results were as follows:

 

Votes For

Votes Against

Votes to Abstain

Broker Non-Votes

621,438,144

34,773,375

872,974

0

 

 

The Company’s next annual meeting of shareholders is scheduled for May 10, 2024.

 


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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/ Kristy T. Harlan

Name:

 

Kristy T. Harlan

Its:

 

Senior Vice President, General Counsel and Corporate Secretary

 

 

 

 

Date: May 15, 2023