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): June 8, 2011
ABITIBIBOWATER 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) |
| AbitibiBowater Inc. 1155 Metcalfe Street, Suite 800 Montreal, Quebec, Canada |
H3B 5H2 | |
| (Address of principal executive offices) | (Zip Code) |
(514) 875-2160
(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):
| ¨ | 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 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Alain Grandmont, senior vice president, human resources and public affairs with AbitibiBowater Inc. (the “Company”), stepped down from his position on June 8, 2011, pending his upcoming retirement. Pierre Laberge, previously vice president, human resources – Canada, was appointed to replace him, effective June 9, 2011. Mr. Grandmont will assist Mr. Laberge as a special advisor until August 31, 2011.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The annual meeting of the Company’s stockholders was held on June 9, 2011.
(b) The stockholders elected all the director nominees, ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2011 fiscal year, adopted a non-binding resolution approving executive compensation and voted in favor of holding future advisory votes on executive compensation every year.
| 1. | Vote on the election of directors: |
| For | Withheld | Non-votes | ||||||||||
| Richard B. Evans |
71,811,282 | 334,087 | 3,354,603 | |||||||||
| Richard D. Falconer |
71,809,052 | 336,317 | 3,354,603 | |||||||||
| Richard Garneau |
71,810,660 | 334,709 | 3,354,603 | |||||||||
| Jeffrey A. Hearn |
71,784,617 | 360,752 | 3,354,603 | |||||||||
| Alain Rhéaume |
72,015,377 | 129,992 | 3,354,603 | |||||||||
| Paul C. Rivett |
71,785,721 | 359,648 | 3,354,603 | |||||||||
| Michael S. Rousseau |
71,808,700 | 336,669 | 3,354,603 | |||||||||
| David H. Wilkins |
71,786,415 | 358,954 | 3,354,603 | |||||||||
| 2. | Vote on the ratification of the appointment of PricewaterhouseCoopers LLP: |
| For |
75,001,973 | |||
| Against |
425,215 | |||
| Abstain |
72,784 |
| 3. | Advisory vote on executive compensation matters: |
| For |
71,848,391 | |||
| Against |
207,074 | |||
| Abstain |
89,904 | |||
| Non-votes |
3,354,603 |
| 4. | Advisory vote on the frequency of holding future advisory votes on executive compensation: |
| 1 year |
68,033,813 | |||
| 2 years |
853,349 | |||
| 3 years |
3,178,918 | |||
| Abstain |
79,289 | |||
| Non-votes |
3,354,603 |
(d) Since a majority of stockholders voted in favor of an annual advisory vote on executive compensation, the board determined that the Company will include a stockholder vote on the compensation of executives in its proxy materials every year until the next required vote on the frequency of stockholder votes on executive compensation.
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. | ||
| By: | /s/ Jacques P. Vachon | |
| Name: |
Jacques P. Vachon | |
| Title: |
Senior Vice President and Chief Legal Officer | |
Dated: June 14, 2011