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): July 29, 2022

WestRock Company

(Exact name of registrant as specified in charter)

Delaware	001-38736		37-1880617
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
1000 Abernathy Road, Atlanta, Georgia		30328
(Address of principal executive offices)		(Zip Code)

(770) 448-2193

(Registrant’s telephone number, including area code)

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:

☐	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 $0.01 per share	WRK	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).  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 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2022, the Board of Directors of WestRock Company (the “Company”) elected Dmitri L. Stockton, 58, as a director of the Company, effective on the same date. Mr. Stockton was appointed to the Audit Committee and the Finance Committee, effective immediately following his election.

Mr. Stockton will be compensated in accordance with the Company’s compensation program for its non-employee directors, as disclosed in the Company’s proxy statement for its 2022 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 13, 2021.  His cash compensation and equity compensation, in the form of restricted stock units, will be prorated to reflect a partial year of service for this year.

There is no arrangement or understanding between Mr. Stockton and any other persons pursuant to which he was selected as a director.  There are no transactions involving Mr. Stockton that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

Also on July 29, 2022, the Company issued a press release announcing Mr. Stockton’s election.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information provided pursuant to this Item 7.01, including Exhibit 99.1 in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.  The following items are filed as exhibits to this report.

Exhibit No.	Description
99.1	Press release, dated July 29, 2022.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

		WESTROCK COMPANY
		(Registrant)
Date:  July 29, 2022	By:	/s/ Denise R. Singleton
		Name:  Denise R. Singleton Title:  Executive Vice President, General Counsel and Secretary

EX-99.1

  Exhibit 99.1

FOR IMMEDIATE RELEASE

WestRock Announces Dmitri L. Stockton Elected to Board of Directors

ATLANTA – July 29, 2022 – WestRock Company (NYSE: WRK), a leading provider of sustainable paper and packaging solutions, today announced that Dmitri L. Stockton, retired chairman, president and chief executive officer of GE Asset Management, has been elected to the Company’s board of directors.

“We are pleased to welcome Dmitri to our board of directors,” said David B. Sewell, chief executive officer of WestRock. “His vast experience has honed a business perspective that will benefit WestRock significantly as we continue advancing toward our goal of becoming the best paper and packaging company in the industry.”

“I am excited to join the WestRock Board of Directors to help further the Company’s objectives of delivering value for our shareholders and serving our customers with leading edge, sustainable products,” stated Stockton.

Stockton spent 30 years with GE Company, beginning with leadership assignments throughout the United States and progressing to executive leadership roles including a decade abroad with appointments as chief executive officer of GE Capital Bank in Switzerland, president and CEO of GE Consumer Finance in Central and Eastern Europe, and president and CEO of GE Capital Global Banking. Stockton became a vice president of GE Company in 2005 and senior vice president in 2008. In 2011, Stockton returned to the U.S., spending five years as chairman, president, and chief executive officer of GE Asset Management, a $120 billion global asset management company. Dmitri spent his final role at GE Company serving as special advisor to the chairman and senior vice president of GE, providing ongoing counsel on strategy.

Stockton is a member of the board of directors for Target Corporation, Ryder System, and Deere & Company. Dmitri graduated magna cum laude with a Bachelor of Science in accounting from North Carolina A&T State University in 1986. He was awarded an honorary doctorate of humanities by the university in 2013.

# # #

About WestRock

WestRock (NYSE: WRK) partners with our customers to provide sustainable paper and packaging solutions that help them win in the marketplace. WestRock’s team members support customers around the world from locations spanning North America, South America, Europe, Asia and Australia. Learn more at www.westrock.com.

Contact
Media:Robby Johnson, 470-328-6397Manager, Corporate Communications robby.b.johnson@westrock.com	Investors:Rob Quartaro, 470-328-6327Senior Vice President, Investor Relations rob.quartaro@westrock.com
	James Armstrong, 470-328-6327Vice President, Investor Relations james.armstrong@westrock.com

XML

Document and Entity Information	Jul. 29, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2022
Entity Registrant Name	WestRock Company
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38736
Entity Tax Identification Number	37-1880617
Entity Address, Address Line One	1000 Abernathy Road
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30328
City Area Code	770
Local Phone Number	448-2193
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001732845
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	WRK
Security Exchange Name	NYSE
Entity Information, Former Legal or Registered Name	Not Applicable