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
May 19, 2017
(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)

220 Occidental Avenue South
Seattle, Washington 98104-7800
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including area code:
(206) 539-3000
 
 
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:
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 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 







TABLE OF CONTENTS
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
SIGNATURES
 








Section 5. Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders

Weyerhaeuser Company’s Annual Meeting of Shareholders was held on May 19, 2017. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, to vote on the following four items of business:

Proposal 1. Shareholders re-elected for one-year terms expiring at the Company's 2018 Annual Meeting of Shareholders the following nominees: Mark A. Emmert, Rick R. Holley, Sara Grootwassink Lewis, John F. Morgan, Sr., Nicole W. Piasecki, Marc F. Racicot, Lawrence A. Selzer, Doyle R. Simons, D. Michael Steuert, Kim Williams and Charles R. Williamson. The final vote results were as follows:

Nominee
Votes For
Votes Against
Votes to Abstain
Broker Non-Votes
Mark A. Emmert
563,334,160

3,496,946

1,092,091

104,535,405

Rick R. Holley
557,270,351

9,613,057

1,039,789

104,535,405

Sara Grootwasink Lewis
557,138,309

9,796,060

988,828

104,535,405

John F. Morgan, Sr.
556,355,362

10,585,373

982,462

104,535,405

Nicole W. Piasecki
558,954,997

8,059,871

908,329

104,535,405

Marc F. Racicot
557,655,363

9,258,164

1,009,670

104,535,405

Lawrence A. Selzer
557,951,095

8,902,145

1,069,957

104,535,405

Doyle R. Simons
562,193,675

4,693,670

1,035,852

104,535,405

D. Michael Steuert
558,071,231

8,834,510

1,017,456

104,535,405

Kim Williams
561,840,007

5,131,290

951,900

104,535,405

Charles R. Williamson
560,054,365

6,876,392

992,439

104,535,405


Proposal 2. Shareholders approved, on an advisory and non-binding basis, the compensation of the company's named executive officers. The final vote results were as follows:

Votes For
Votes Against
Votes to Abstain
Broker Non-Votes
549,209,049
15,539,968
3,174,180
104,535,405

Proposal 3. Shareholders approved, on an advisory and non-binding basis, holding future advisory votes on the compensation of the company’s named executive officers annually (every year). The final vote results were as follows:

One Year
Two Years
Three Years
Abstain
Broker Non-Votes
506,701,883
3,173,901
56,349,060
1,698,353
104,535,405






Proposal 4. Shareholders ratified, on an advisory and non-binding basis, the selection and appointment of KPMG LLP as the company’s independent registered public accounting firm for 2017. The final vote results were as follows:

Votes For
Votes Against
Votes to Abstain
Broker Non-Votes
662,290,684
8,758,591
1,409,327
-0-

Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers

Weyerhaeuser Company’s Board of Directors recommended that the advisory vote on the compensation of the named executive officers be submitted on an annual basis. In light of that recommendation, and taking into account the voting results on Proposal 3, the Board of Directors has determined that it will continue to hold the advisory vote on the compensation of the company’s named executive officers on an annual basis until the next required shareholder vote on the frequency of this advisory vote.






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/ Kristy T. Harlan
 
Name:
 
Kristy T. Harlan
 
Its:
 
Senior Vice President, General Counsel and Corporate Secretary

Date: May 22, 2017