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Washington
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1-4825
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91-0470860
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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For
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Against
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Abstain
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Broker Non-Votes
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Bozeman ...............
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561,807,005
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3,153,142
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1,036,567
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116,929,368
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Emmert .............
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560,181,088
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4,756,674
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1,058,952
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116,929,368
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Holley .............
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558,369,809
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6,580,088
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1,046,817
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116,929,368
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Kieckhefer ........
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553,249,511
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11,627,645
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1,119,558
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116,929,368
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Lewis ...............
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557,261,227
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7,540,270
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|
1,195,217
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116,929,368
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Morgan ...............
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560,232,976
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4,569,169
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1,194,569
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116,929,368
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Piasecki .............
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552,515,999
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12,462,958
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|
1,017,757
|
|
116,929,368
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Racicot .............
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561,681,037
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3,119,989
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|
1,195,688
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|
116,929,368
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Selzer .............
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561,719,715
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3,122,586
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|
1,154,413
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|
116,929,368
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Simons ..............
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559,396,437
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5,393,261
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|
1,207,016
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|
116,929,368
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Steuert ...............
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555,870,786
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9,063,991
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|
1,061,937
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116,929,368
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Williams ............
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559,189,228
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5,772,608
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1,034,878
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116,929,368
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Williamson ........
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554,893,843
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10,040,394
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1,062,477
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116,929,368
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For
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Against
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Abstain
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Broker
Non-Votes
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Proposal to approve the advisory (non-binding) resolution relating to executive compensation
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537,561,565
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25,568,475
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2,866,674
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116,929,368
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Proposal to approve, on an an advisory basis, the appointment of auditors for 2016
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674,149,377
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7,028,330
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1,748,375
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—
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Exhibit No.
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Description
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10.1
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Weyerhaeuser Company Amended and Restated Annual Incentive Plan for Salaried Employees (As Amended Effective May 19, 2016).
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WEYERHAEUSER COMPANY
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By:
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/s/ Devin W. Stockfish
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Name:
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Devin W. Stockfish
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Its:
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Senior Vice President, General Counsel and Corporate Secretary
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Exhibit No.
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Description
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10.1
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Weyerhaeuser Company Amended and Restated Annual Incentive Plan for Salaried Employees (As Amended Effective May 19, 2016).
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1.
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Purpose and Plan Objectives
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•
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motivate Participants to achieve Company and business objectives;
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•
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provide a competitive range of performance and payout opportunities;
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•
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attract, retain and motivate Participants by providing opportunities to earn better-than-competitive total pay for better-than-competitive performance results;
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•
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align the interests of Participants to promote the Company’s philosophy of managing each business independently to achieve top quartile performance and cost of capital returns; and
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•
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ensure strong linkage of pay to performance.
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2.
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Definitions
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(a)
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“
Award Year
” is each calendar year or other annual performance period determined by the Compensation Committee for which a Participant may earn a Bonus Award.
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(b)
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“
Base Salary
” is a Participant’s annual rate of pay measured as of the last day of an Award Year, excluding all other pay elements (such as bonus payments and relocation allowances). For a Participant who becomes ineligible for the Plan during the Award Year and is eligible for a pro-rated Bonus Award pursuant to the criteria specified in the Plan, Base Salary is the Participant’s annual rate of pay measured as of the last day during the Award Year that he or she was eligible for the Plan.
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(c)
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“
Bonus Award
” is the amount of bonus granted to a Participant for each Award Year as determined under the terms of the Plan.
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(d)
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“
Business Group
” means a business that separately earns revenues and incurs expenses, that regularly is reviewed by and subject to different performance standards by the Chief Executive Officer or executive officers of the Company, or such other business operating group or division within the Company as established from time to time by the Compensation Committee.
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(e)
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“Business Group Funding Amount” has the meaning specified in Section 5.
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(f)
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“
Business Metric Funding Curves
” has the meaning specified in Section 5.
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(g)
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“
Company
” means, collectively, Weyerhaeuser Company and each of its subsidiaries that participate in the Plan.
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(h)
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“
Compensation Committee
” is the Compensation Committee of the Board of Directors of Weyerhaeuser Company.
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(i)
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“
Controllable Business Metrics
” has the meaning specified in Section 5.
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(j)
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“
Corporate Group
” means any Organization that is not part of a Business Group and any member of the Senior Management Team to whom such an Organization reports directly.
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(k)
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“Corporate Group Funding Amount” has the meaning specified in Section 5.
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(l)
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“
Disability
” is a medical condition for which a Participant is entitled to Company-paid long-term disability benefits and as a result of which a Participant is required to terminate his or her employment.
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(m)
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“
Employee
” is any person who is classified by the Company as actively employed by the Company, including any such person on leave with pay or suspended (unless such suspension arises from a disciplinary matter due to attendance, misconduct or performance) and who is compensated on a salaried basis (exempt or non-exempt) as reflected on the Company’s payroll records.
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(n)
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“
Financial Funding Curves
” has the meaning specified in Section 5.
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(o)
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“
Financial Performance Metrics
” has the meaning specified in Section 5.
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(p)
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“
Funds From Operations
” means earnings before interest and taxes; less 1031 exchanges and gains on large asset sales; plus depletion, depreciation and amortization; plus the net book value of cash from sales of land; less fertilizer spending, in each case as determined by the Compensation Committee.
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(q)
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“
Funding Multiples
” has the meaning specified in Section 5.
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(r)
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“
LTIP
” means the Weyerhaeuser Company 2013 Long-Term Incentive Plan (or any successor shareholder-approved plan that meets the requirements of Section 162(m)).
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(s)
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“
LTIP Section 162(m) Provisions
” means Section 15 of the LTIP (or any successor provisions related to Section 162(m)-qualified awards).
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(t)
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“
Organization
” is a corporate support function group or a discrete support function included in the Corporate Group.
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(u)
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“
Participant
” means an Employee who is eligible for and participates in the Plan pursuant to the terms of Section 3.
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(v)
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“
Plan
” has the meaning given in the introduction above.
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(w)
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“
Retirement
” means, with respect to a Participant, his or her “Normal Retirement” or “Early Retirement” as defined in the Weyerhaeuser Pension Plan, as amended from time to time.
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(x)
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“
RONA
” is Weyerhaeuser Company’s or the Business Group’s return on net assets for the Award Year as determined by the Compensation Committee. For purposes of calculating RONA, amounts required to pay any Bonus Award under this Plan, pension charges and incremental corporate allocations are included.
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(y)
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“
Section 162(m)
” means Section 162(m) of the Internal Revenue Code of 1986, as amended.
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(z)
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“
Senior Management Team
” means any officer that reports to Weyerhaeuser Company’s Chief Executive Officer or that is otherwise designated as such from time to time by Weyerhaeuser Company’s Chief Executive Officer or Senior Vice President of Human Resources (or similar position).
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3.
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Eligibility
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(a)
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an Employee who is classified by the Company as a temporary employee;
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(b)
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a person who the Company classifies as an independent contractor but who is reclassified by a court or governmental agency (through a settlement, judgment or otherwise) as a common law employee; or
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(c)
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an Employee who is eligible for another annual or short-term incentive plan offered by Weyerhaeuser Company or any of its subsidiaries.
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Financial Performance Metrics
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Controllable Business Metrics
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||
Threshold
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0.2x
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Low Achieves (Threshold)
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0.5x
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Target
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1.0x
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Achieves
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1.0x
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Maximum
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2.0x
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Exceeds
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2.0x
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