0000849213-13-000018.txt : 20130509 0000849213-13-000018.hdr.sgml : 20130509 20130509150450 ACCESSION NUMBER: 0000849213-13-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130507 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130509 DATE AS OF CHANGE: 20130509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLUM CREEK TIMBER CO INC CENTRAL INDEX KEY: 0000849213 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 911912863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10239 FILM NUMBER: 13828199 BUSINESS ADDRESS: STREET 1: 999 THIRD AVENUE STREET 2: SUITE 4300 CITY: SEATTLE STATE: WA ZIP: 98104-4096 BUSINESS PHONE: (206)467-3600 MAIL ADDRESS: STREET 1: 999 THIRD AVENUE STREET 2: SUITE 4300 CITY: SEATTLE STATE: WA ZIP: 98104-4096 FORMER COMPANY: FORMER CONFORMED NAME: PLUM CREEK TIMBER CO L P DATE OF NAME CHANGE: 19920703 8-K 1 a8-k5x7x2013.htm 8-K 8-K 5-7-2013


 
 
 
 
 
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 7, 2013
 
 
 
 
 
 
PLUM CREEK TIMBER COMPANY, INC.
(Exact Name of Registrant as Specified in Charter) 
 
 
 
 
 
DELAWARE
 
1-10239
 
91-1912863
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
999 Third Avenue, Suite 4300 Seattle, Washington
 
98104-4096
(Address of Principal Executive Offices)
 
(Zip Code)
(206) 467-3600
Registrant's Telephone Number, including area code 
 
 
 
 
 
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 





Section 5. Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
The company's 2013 Annual Meeting of Stockholders was held on May 7, 2013. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, to vote on three items of business: (1) a proposal to elect nine individuals to the company's board of directors for one-year terms expiring at the company's 2014 annual stockholder meeting; (2) a proposal to approve, on an advisory and non-binding basis, the company's executive compensation; and (3) a proposal to ratify, on an advisory and non-binding basis, the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2013.
Required Vote
For each of the proposals, the vote standard is a majority of the votes cast “For” and “Against” the proposal. To be approved, the votes cast “For” the proposal must exceed the votes cast “Against” the proposal. Therefore, votes to abstain and broker non-votes have no effect on the outcome.
Vote Results
Following are the final vote results for each proposal submitted to a vote of the stockholders at the annual meeting.
 
Proposal 1 Nine individuals nominated by the company's board of directors for election to one-year terms expiring at the 2014 Annual Meeting of Stockholders were elected to the board. The final vote results were as follows:
Nominee
  
Votes For
  
Votes Against
  
Votes to Abstain
  
Broker Non-Votes
Rick R. Holley
  
101,266,307
 
610,642
 
524,373
 
39,720,722
Robin Josephs
  
101,247,179
 
617,750
 
536,393
 
39,720,722
John G. McDonald
  
98,672,745
 
3,193,562
 
535,015
 
39,720,722
Robert B. McLeod
  
101,074,468
 
787,988
 
538,866
 
39,720,722
John F. Morgan Sr.
  
101,224,063
 
634,058
 
543,201
 
39,720,722
Marc F. Racicot
  
101,170,067
 
698,913
 
532,342
 
39,720,722
Lawrence A. Selzer
 
101,166,760
 
686,705
 
547,857
 
39,720,722
Stephen C. Tobias
  
99,340,886
 
2,499,238
 
561,198
 
39,720,722
Martin A. White
  
101,186,875
 
669,572
 
544,875
 
39,720,722
 
Proposal 2 The company's executive compensation was approved by the stockholders on a non-binding and advisory basis. The final vote results were as follows:
Votes For
 
Votes Against
 
Votes to Abstain
 
Broker Non-Votes
98,153,334
 
3,021,148
 
1,226,840
 
39,720,722
 
Proposal 3 The appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2013 was ratified by the stockholders on a non-binding and advisory basis. The final vote results were as follows:
Votes For
 
Votes Against
 
Votes to Abstain
 
Broker Non-Votes
139,890,040
 
1,444,722
 
787,282
 
0
 
Determination of Frequency of Future Executive Compensation Advisory Votes
At the company's 2011 Annual Meeting of Stockholders, the board of directors recommended, and approximately 86% of the stockholders voting on the proposal (not including 768,439 abstain votes) chose, to have the company hold executive compensation advisory votes (“Say on Pay”) on an annual basis until the next required advisory vote on frequency is held. In light of the foregoing, the company intends to hold the Say on Pay vote annually. The next advisory vote on frequency will be held at the company's 2017 Annual Meeting of Stockholders.







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.
 
 
 
 
 
 
PLUM CREEK TIMBER COMPANY, INC.
 
 
 
 
By:
/s/    James A. Kraft
 
 
James A. Kraft
 
 
Senior Vice President, General Counsel and Secretary

DATED: May 9, 2013