UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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TABLE OF CONTENTS
Item 5.02: |
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Item 5.07: |
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Item 7.01: |
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Item 9.01: |
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EXHIBIT 99.1 |
Press release issued by Weyerhaeuser Company on May 13, 2024 |
EXHIBIT 104 |
Cover page interactive data file (embedded within the inline XBRL document). |
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b), (e) On May 10, 2024, the board of directors of Weyerhaeuser Company (“Weyerhaeuser”) was notified that Keith J. O’Rear will retire as Weyerhaeuser’s senior vice president of Wood Products effective June 3, 2024. Brian Chaney, who currently serves as Weyerhaeuser’s Vice President of Engineered Wood Products and Innovation, will succeed Mr. O’Rear as senior vice president of Wood Products effective the date of Mr. O’Rear’s retirement from his current position. Mr. O’Rear will remain with the company as a strategic advisor for the remainder of 2024 with no changes to his current compensation arrangements; provided that Mr. O’Rear will no longer qualify for executive benefits (including executive severance and change of control).
Item 5.07. Submission of Matters to a Vote of Security Holders
The Weyerhaeuser Annual Meeting of Shareholders was held on May 10, 2024. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, to vote on the following three items of business:
Proposal 1. Shareholders elected the directors listed below to the board of directors for one-year terms of service to expire at the 2025 Annual Meeting of Shareholders. The final vote results were as follows:
Nominee |
Votes For |
Votes Against |
Votes to Abstain |
Broker Non-Votes |
Mark A. Emmert |
577,821,975 |
23,294,836 |
1,995,205 |
55,546,254 |
Rick R. Holley |
577,700,256 |
23,438,003 |
1,973,757 |
55,546,254 |
Sara Grootwassink Lewis |
591,330,971 |
9,838,926 |
1,942,119 |
55,546,254 |
Deidra C. Merriwether |
591,614,831 |
9,404,272 |
2,092,913 |
55,546,254 |
Al Monaco |
598,905,128 |
2,206,526 |
2,000,362 |
55,546,254 |
James C. O'Rourke |
599,260,286 |
1,878,768 |
1,972,962 |
55,546,254 |
Nicole W. Piasecki |
561,842,616 |
39,340,521 |
1,928,879 |
55,546,254 |
Lawrence A. Selzer |
592,201,201 |
8,765,029 |
2,145,786 |
55,546,254 |
Devin W. Stockfish |
597,558,673 |
3,573,911 |
1,979,432 |
55,546,254 |
Kim Williams |
565,764,862 |
34,651,822 |
2,695,332 |
55,546,254 |
Proposal 2. Shareholders approved, on an advisory and non-binding basis, the compensation of Weyerhaeuser’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 |
565,162,398 |
35,155,112 |
2,794,506 |
55,546,254 |
Proposal 3. Shareholders ratified the selection and appointment of KPMG LLP as Weyerhaeuser’s independent registered public accounting firm for 2024. The final vote results were as follows:
Votes For |
Votes Against |
Votes to Abstain |
Broker Non-Votes |
622,600,004 |
35,312,503 |
736,763 |
0 |
Weyerhaeuser’s next annual meeting of shareholders is scheduled to take place on May 9, 2025.
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure
On May 13, 2024, Weyerhaeuser issued a press release announcing the changes to its senior leadership team described in Item 5.02 of this report. A copy of the press release is furnished as Exhibit 99.1 to this report.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
Description |
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99.1 |
Press release issued by Weyerhaeuser Company on May 13, 2024 |
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104 |
Cover page interactive data file (embedded within the inline XBRL document) |
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 |
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By: |
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/s/ Kristy T. Harlan |
Name: |
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Kristy T. Harlan |
Its: |
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Senior Vice President, General Counsel and Corporate Secretary |
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Date: May 13, 2024