8-K 2013 Shareholder Voting Long Term Incentive Plan


 
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
April 10, 2013
(Date of earliest event report)
 
 

WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)
 
 
 
 
 
 
 
Washington
 
1-4825
 
91-0470860
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
Federal Way, Washington 98063-9777
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including area code:
(253) 924-2345
 
 
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:
å
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
å
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
å
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
å
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 






TABLE OF CONTENTS
 
 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
SIGNATURES
 
 
EXHIBITS
 





ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

At a meeting on April 10, 2013, the Compensation Committee (the “Committee”) of the Weyerhaeuser Company (the “Company”) Board of Directors approved an amendment to the Company's Annual Incentive Plan (“AIP”) to provide that additional financial measures may be used by the Committee for measuring performance of the businesses under the AIP. The amended and restated AIP is attached as an exhibit.

At the Annual Meeting of Shareholders of Weyerhaeuser Company held on April 11, 2013, the Company's shareholders approved the Weyerhaeuser Company 2013 Long-Term Incentive Plan (the “2013 Plan”). The Company's Board of Directors had previously adopted and approved the 2013 Plan, subject to stockholder approval. Terms of the 2013 Plan are described in the Company's 2013 Proxy Statement, which was filed with the Securities and Exchange Commission on February 26, 2013. The 2013 Plan was filed with the Securities and Exchange Commission on a Form 8-K on February 19, 2013. The forms of terms and conditions of equity that may be granted under the 2013 Plan are attached as exhibits.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Matters voted upon and votes cast at the annual meeting of shareholders of Weyerhaeuser Company held on Thursday, April 11, 2013, were:

The reelection of Debra A. Cafaro, Mark A. Emmert, Daniel S. Fulton, John I. Kieckhefer, Wayne W. Murdy, Nicole W. Piasecki, Doyle R. Simons, Richard H. Sinkfield, D. Michael Steuert, Kim Williams, and Charles R. Williamson to the board of directors.

 
For
 
Against
 
Abstain
 
Broker Non-Votes
Cafaro.................
421,644,444
 
2,714,946
 
1,632,960
 
48,952,703
Emmert...............
421,940,388
 
2,387,061
 
1,664,496
 
48,953,108
Fulton.................
422,913,692
 
1,469,870
 
1,608,788
 
48,952,703
Kieckhefer....................
413,779,160
 
10,624,378
 
1,588,812
 
48,952,703
Murdy.................
422,427,782
 
1,892,673
 
1,671,490
 
48,953,108
Piasecki..................
422,640,142
 
1,705,642
 
1,646,129
 
48,953,140
Simons..................
422,278,013
 
2,042,421
 
1,671,917
 
48,952,703
Sinkfield.................
413,868,482
 
10,450,883
 
1,672,986
 
48,952,703
Steuert.....................
418,590,986
 
5,754,358
 
1,647,007
 
48,952,703
Williams..................
421,737,721
 
2,583,027
 
1,671,602
 
48,952,703
Williamson..................
420,845,184
 
1,776,281
 
3,370,886
 
48,952,703





 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Proposal to approve the Weyerhaeuser Company 2013 Long-Term Incentive Plan
394,980,719
 
28,784,145
 
2,226,621
 
48,953,568
Proposal to approve the advisory (non-binding) resolution relating to executive compensation
409,987,239
 
11,716,096
 
4,288,149
 
48,953,570
Proposal to approve, on an an advisory basis, the appointment of auditors
462,749,189
 
9,945,536
 
2,250,328
 
—

TEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
    
 
(d)
The following items are filed as exhibits to this report.
 
10.1

Weyerhaeuser Company Annual Incentive Plan
 
10.2

Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Stock Option Terms and Conditions
 
10.3

Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Restricted Stock Units Terms and Conditions
 
10.4

Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Performance Share Units Terms and Conditions



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.
 
 
WEYERHAEUSER COMPANY
 
 
 
 
By
 
/s/ Jerald W. Richards
 
Its:
 
Chief Accounting Officer

Date: April 15, 2013