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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 31, 2024

 

 

MERCER INTERNATIONAL INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Washington   000-51826   47-0956945

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (604) 684-1099

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 (see General Instructions A.2. below):

 

☐

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 $1.00 per share   MERC   NASDAQ Global Select Market

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 2024 Annual Meeting of Shareholders on May 31, 2024. 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; and (3) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, all of which were described in more detail in the Company’s 2024 Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 19, 2024. The results of voting on the matters submitted to the Company’s shareholders are as follows:

Proposal 1: Election of Directors.

All of the ten nominees for the Company’s board of directors were elected, and the voting results are set forth below:

 

   

For

  

Against

  

Abstentions

  

Broker Non-Votes

Juan Carlos Bueno

   36,692,025   27,290   25,694   20,843,071

William D. McCartney

   35,850,954   868,322   25,733   20,843,071

James Shepherd

   35,858,020   872,111   14,878   20,843,071

Alan C. Wallace

   36,695,651   23,625   25,733   20,843,071

Linda J. Welty

   36,155,439   563,876   25,694   20,843,071

Rainer Rettig

   36,155,831   563,477   25,701   20,843,071

Alice Laberge

   36,581,742   138,580   24,687   20,843,071

Janine North

   36,156,069   563,246   25,694   20,843,071

Torbjörn Lööf

   34,955,532   1,763,783   25,694   20,843,071

Thomas Kevin Corrick

   36,695,875   23,147   25,987   20,843,071

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

36,436,822   280,880   27,307   20,843,071

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 2024 was ratified, and the voting results are set forth below:

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

57,179,014   381,001   28,065   0

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.

 

  MERCER INTERNATIONAL INC.
By:  

/s/ Richard Short

  Richard Short
  Chief Financial Officer

Date: May 31, 2024