8-K

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 22, 2012

RESOLUTE FOREST PRODUCTS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33776	98-0526415
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

Resolute Forest Products Inc. 111 Duke Street, Suite 5000 Montreal, Quebec, Canada	H3C 2M1
(Address of principal executive offices)	(Zip Code)

(514) 875-2160

(Registrant’s telephone number, including area code)

ABITIBIBOWATER INC.

(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 Instruction 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))

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a)  The annual meeting of the stockholders of Resolute Forest Products Inc. (formerly AbitibiBowater Inc., the “Company”) was held on May 23, 2012.

(b)  The stockholders elected all the director nominees, approved an amendment to the Company’s certificate of incorporation to change the Company’s corporate name to “Resolute Forest Products Inc.”, ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2012 fiscal year and adopted a non-binding resolution approving executive compensation.

1.  Vote on the election of directors:

	For		Withheld		Non-votes
Richard B. Evans		63,246,176		562,064		15,204,816
Richard D. Falconer		63,263,375		544,865		15,204,816
Richard Garneau		63,252,161		556,079		15,204,816
Jeffrey A. Hearn		63,225,363		582,877		15,204,816
Alain Rhéaume		63,259,201		549,039		15,204,816
Bradley P. Martin		63,255,858		552,382		15,204,816
Michael S. Rousseau		63,255,532		552,708		15,204,816
David H. Wilkins		63,223,698		584,542		15,204,816

2.  Vote on an amendment to the Company’s certificate of incorporation to change the Company’s corporate name from “AbitibiBowater Inc.” to “Resolute Forest Products Inc.”:

For	78,919,593
Against	69,431
Abstain	24,032

3.  Vote on the ratification of the appointment of PricewaterhouseCoopers LLP:

For	78,949,313
Against	41,499
Abstain	22,244

4.  Advisory vote to approve executive compensation:

For	63,312,642
Against	431,917
Abstain	63,681
Non-votes	15,204,816

ITEM 8.01. OTHER EVENTS.

Common Stock Repurchase Program

On May 22, 2012, the Company issued a press release, a copy of which is attached as exhibit 99.1 hereto and is incorporated herein by reference, announcing that its board of directors had authorized the repurchase of up to 10 % of the Company’s common stock for an aggregate purchase price of up to $100 million. The Company is authorized to repurchase from time to time shares of its common stock on the open market or in privately negotiated transactions in the United States.

Name and Ticker Symbol Change

As described in Item 5.07 above, at the annual meeting the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to change the corporate name from “AbitibiBowater Inc.” to “Resolute Forest Products Inc.” The change became effective on May 24, 2012. The ticker symbol for the Company’s common stock was changed from “ABH” to “RFP” on the New York Stock Exchange as of May 24, 2012, and on the Toronto Stock Exchange as of May 28, 2012.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
3.1	Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of AbitibiBowater Inc., as filed with the Secretary of the State of Delaware on May 23, 2012
99.1	Resolute Forest Products press release dated May 22, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ABITIBIBOWATER INC.
Date: May 29, 2012	By:	/s/ Jacques P. Vachon
	Name:	Jacques P. Vachon
	Title:	Senior Vice President and Chief Legal Officer

INDEX OF EXHIBITS

Exhibit No.	Description
3.1	Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of AbitibiBowater Inc., as filed with the Secretary of the State of Delaware on May 23, 2012
99.1	Resolute Forest Products press release dated May 22, 2012

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

ABITIBIBOWATER INC.

ABITIBIBOWATER INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Corporation”), hereby certifies pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) as follows:

1. The Third Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Article “FIRST” thereof and inserting the following in lieu thereof:

“FIRST: The name of the Corporation is Resolute Forest Products Inc.”

2. The foregoing amendment was duly adopted by the Board of Directors of the Corporation and submitted to a vote at the annual meeting of stockholders of the Corporation, duly called and held upon notice in accordance with the provisions of Sections 222 of the DGCL, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

3. The amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL and shall become effective at 12:01 a.m. on May 24, 2012.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, AbitibiBowater Inc. has caused this Certificate of Amendment to be executed by a duly authorized officer on this 23^rd day of May, 2012.

ABITIBIBOWATER INC.
By:	/s/ Jacques P. Vachon
Name:	Jacques P. Vachon
Title:	Senior Vice President, Corporate Affairs and Chief Legal Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

Resolute Announces Share Repurchase Program

MONTREAL, May 22, 2012 /CNW Telbec/—AbitibiBowater Inc., doing business as Resolute Forest Products (NYSE: ABH) (TSX: ABH), today announced that its Board of Directors has authorized the repurchase of up to 10% of the Company’s common stock for an aggregate purchase price of up to US$100 million. The repurchase program will be funded using the Company’s available cash.

“We are taking advantage of our strong financial position to act on an attractive opportunity to return cash to shareholders,” said Richard Garneau, President and Chief Executive Officer. “The Company will continue to manage its capital with the utmost discipline, carefully balancing initiatives to return cash to shareholders with other considerations, such as pursuing sound capital investments and opportunities to further increase Resolute’s earnings power. We are committed to enhancing shareholder value in the long term.”

The Company is authorized to repurchase from time to time shares of its outstanding common stock on the open market or in privately negotiated transactions in the United States. The timing and amount of stock repurchases will depend on a variety of factors, including the market conditions as well as corporate and regulatory considerations. The share repurchase program may be suspended, modified or discontinued at any time and the Company has no obligation to repurchase any amount of its common stock under the program. The repurchase program has no set expiration date. The company intends to make all repurchases in compliance with applicable regulatory guidelines and to administer the plan in accordance with applicable laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

About Resolute Forest Products

Resolute Forest Products is a global leader in the forest products industry with a diverse range of products, including newsprint, commercial printing papers, market pulp and wood products. The Company owns or operates 21 pulp and paper mills and 23 wood products facilities in the United States, Canada and South Korea. Marketing its products in more than 90 countries, Resolute has third-party certified 100% of its managed woodlands to sustainable forest management standards. The shares of Resolute Forest Products, formerly doing business as AbitibiBowater, trade under the stock symbol ABH on both the New York Stock Exchange and the Toronto Stock Exchange.

Resolute and other member companies of the Forest Products Association of Canada, as well as a number of environmental organizations, are partners in the Canadian Boreal Forest Agreement. The group works to identify solutions to conservation issues that meet the goal of balancing equally the three pillars of sustainability linked to human activities: environmental, social and economic. Resolute is also a member of the World Wildlife Fund’s Climate Savers program, in which businesses establish ambitious targets to voluntarily reduce greenhouse gas emissions and work aggressively toward achieving them.

Cautionary Statements Regarding Forward-looking Information

Statements in this press release that are not reported financial results or other historical information of AbitibiBowater Inc., doing business as Resolute Forest Products, are “forward-looking statements” and may be identified by the use of forward-looking terminology such as the words “should”, “would”, “could”, “will”, “may”, “expect”, “believe”, “anticipate”, “attempt”, “project” and other terms with similar meaning indicating possible future events or potential impact on Resolute’s business or shareholders, including Resolute’s intention to repurchase shares of its common stock from time to time under its stock repurchase program and the source of funding therefor.

The reader is cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance. These statements are based on management’s current assumptions, beliefs and expectations, all of which involve a number of business risks and uncertainties that could cause actual results to differ materially. The potential risks and uncertainties that could cause Resolute’s plans to differ materially from those expressed or implied in this press release include, but are not limited to, the market price of Resolute’s stock prevailing from time to time, the nature of other investment opportunities presented to Resolute, the Company’s financial performance and its cash flows from operations, general economic conditions, and all other potential risks and uncertainties set forth under the heading “Risk Factors” in Part I, Item 1A of Resolute’s annual report on Form 10-K for the year ended December 31, 2011, filed with the SEC and Resolute’s other filings with the Canadian securities regulatory authorities.

All forward-looking statements in this press release are expressly qualified by the cautionary statements contained or referred to above and in Resolute’s other filings with the SEC and the Canadian securities regulatory authorities. Resolute disclaims any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Investors Rémi G. Lalonde Vice President, Investor Relations 514 394-2345 ir@resolutefp.com Media and Others Seth Kursman Vice President, Corporate Communications, Sustainability and Government Affairs 514 394-2398 seth.kursman@resolutefp.com