UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
Mercer International Inc. (the "Company") held its 2023 Annual Meeting of Shareholders on May 31, 2023. At this meeting, shareholders were requested to (1) elect a board of directors, (2) approve, on a non-binding advisory basis, the Company's executive compensation, (3) ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm; and (4) approve, on a non-binding advisory basis, the frequency of future advisory votes on executive compensation, all of which were described in more detail in the Company's 2023 Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 18, 2023. The results of voting on the matters submitted to the Company's shareholders are as follows:
Proposal 1: Election of Directors.
All of the eleven nominees for the Company's board of directors were elected, and the voting results are set forth below:
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For |
Against |
Abstentions |
Broker Non-Votes |
Jimmy S.H. Lee |
40,930,653 |
452,192 |
15,136 |
2,924,218 |
Juan Carlos Bueno |
40,991,004 |
391,041 |
15,936 |
2,924,218 |
William D. McCartney |
39,027,717 |
2,354,950 |
15,314 |
2,924,218 |
James Shepherd |
40,591,639 |
791,028 |
15,314 |
2,924,218 |
Alan C. Wallace |
41,352,140 |
30,705 |
15,136 |
2,924,218 |
Linda J. Welty |
40,831,827 |
551,068 |
15,086 |
2,294,218 |
Rainer Rettig |
40,787,369 |
595,466 |
15,146 |
2,924,218 |
Alice Laberge |
41,347,890 |
35,005 |
15,086 |
2,924,218 |
Janine North |
40,829,777 |
553,013 |
15,191 |
2,924,218 |
Torbjörn Lööf |
41,359,844 |
22,990 |
15,147 |
2,924,218 |
Thomas Kevin Corrick |
41,364,358 |
19,688 |
13,935 |
2,924,218 |
Proposal 2: Advisory Vote on Executive Compensation.
The non-binding resolution approving the Company's executive compensation was approved, and the voting results are set forth below:
For |
Against |
Abstentions |
Broker Non-Votes |
40,437,891 |
928,190 |
31,900 |
2,924,218 |
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm.
The selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2022 was ratified, and the voting results are set forth below:
For |
Against |
Abstentions |
Broker Non-Votes |
43,643,960 |
674,194 |
4,045 |
- |
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The non-binding resolution to conduct future advisory votes on executive compensation every year was approved, and the voting results are set forth below:
1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
36,662,909 |
13,131 |
4,713,232 |
8,709 |
2,924,218 |
{00423287.2}
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.
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MERCER INTERNATIONAL INC. |
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Date: |
May 31, 2023 |
By: |
/s/ David K. Ure |
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David K. Ure |
Document And Entity Information |
May 31, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 31, 2023 |
| Entity Registrant Name | MERCER INTERNATIONAL INC. |
| Entity Central Index Key | 0001333274 |
| Entity Emerging Growth Company | false |
| Securities Act File Number | 000-51826 |
| Entity Incorporation, State or Country Code | WA |
| Entity Tax Identification Number | 00-0000000 |
| Entity Address, Address Line One | Suite 1120 |
| Entity Address, Address Line Two | 700 West Pender Street |
| Entity Address, City or Town | Vancouver |
| Entity Address, State or Province | BC |
| Entity Address, Country | CA |
| Entity Address, Postal Zip Code | V6C 1G8 |
| City Area Code | (604) |
| Local Phone Number | 684-1099 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $1.00 per share |
| Trading Symbol | MERC |
| Security Exchange Name | NASDAQ |