WEYERHAEUSER CO (Form: 8-K, Received: 11/12/2020 16:44:11)

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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): November 12, 2020

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:


☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.25 per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:


☐	Emerging growth company

☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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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 9.01:	Financial Statements and Exhibits
	Signatures
99.1	Press release issued November 12, 2020, announcing the appointment of Deidra Merriwether to the board of directors of Weyerhaeuser Company.
99.2	Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Director Restricted Stock Unit Award Terms and Conditions.
104	Cover page interactive data file (embedded within the inline XBRL document).

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Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)The board of directors of Weyerhaeuser Company (the "Company") has appointed Deidra “Dee” C. Merriwether to serve as a new director of the Company effective November 12, 2020, replacing a board member retiring in 2021. Ms. Merriwether has not yet been named to a board committee. In connection with her appointment, the number of directors constituting the board of directors of the Company was increased from eleven to twelve.

Ms. Merriwether is the senior vice president of North American Sales and Services at W.W. Grainger, Inc., North America’s leading broad line supplier of maintenance, repair and operating products, with operations primarily in North America, Japan and Europe and 2019 sales of $11.5 billion. She has led Grainger’s North American sales organization, which represents the largest portion of Grainger’s overall business, since 2020. Previously, she served as Grainger’s senior vice president of Direct Sales and Strategic Initiatives and led its finance staff as vice president and chief financial officer of the Americas.

As a non-employee director, Ms. Merriwether will receive a pro-rata amount of the non-employee director retainer of $104,208, which is paid $42,084 in cash and $62,124 in restricted stock units, based on the time she will serve from the date of her appointment to the date of the Company’s 2021 annual meeting of shareholders.

There are no transactions between Ms. Merriwether and the Company that would be reportable under Item 404(a) of Regulation S-K.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following items are filed as exhibits to this report.


	Exhibit No.	Description
	99.1	Press release issued November 12, 2020, announcing the appointment of Deidra Merriwether to the board of directors of Weyerhaeuser Company.
	99.2	Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Director Restricted Stock Unit Award Terms and Conditions.
	104	Cover page interactive data file (embedded within the inline XBRL document).

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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: November 12, 2020

EXHIBIT 99.1

NEWS RELEASE

For more information contact:

Analysts – Beth Baum, 206-539-3907

Media – Nancy Thompson, 919-861-0342

Weyerhaeuser Announces Appointment of Deidra Merriwether to Board of Directors

SEATTLE, Nov. 12, 2020 — Weyerhaeuser Company (NYSE: WY) today announced the appointment of Deidra C. Merriwether, senior vice president of North American sales and services for W.W. Grainger, Inc., to the company’s board of directors. Her appointment is effective immediately and will replace a retiring board member in 2021.

"We are very pleased to welcome Dee to the Weyerhaeuser board of directors," said Rick R. Holley, chairman of the board of directors. "Dee is a hands-on leader with a deep understanding of customers, finance and international supply chains, and she is adept at building relationships across organizations and industries. She brings exceptional leadership and experience to our board, as well as strong alignment with our core values.”

With 2019 sales of $11.5 billion, Grainger is North America’s leading broad line supplier of maintenance, repair and operating products, with operations primarily in North America, Japan and Europe. Merriwether leads the North American sales organization, which represents the largest portion of the overall Grainger business, and has full profit and loss responsibility for the company’s Latin American and Canadian businesses. Her teams support more than 1.5 million customers across the manufacturing, government and healthcare segments, with a consistent focus on strengthening relationships and empowering customers to achieve success. She joined Grainger in 2013 after more than a decade in various leadership positions with the Sears Holdings Corporation.

ABOUT WEYERHAEUSER
Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control approximately 11 million acres of timberlands in the U.S. and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood products in America. Our company is a real estate investment trust. In 2019, we generated $6.6 billion in net sales and employed approximately 9,400 people who serve customers worldwide. We are listed on the Dow Jones Sustainability North America Index. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

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Exhibit 99.2

WEYERHAEUSER COMPANY
DIRECTOR RESTRICTED STOCK UNIT AWARD
GRANT NOTICE AND TERMS AND CONDITIONS

Grant

Weyerhaeuser Company (the “Company”) hereby grants to [_________________] (“Director”) an award of [__________] restricted stock units (the “Awards”). The grant date for the Awards is [___] (the “Grant Date”).

Terms and Conditions

The Awards are granted pursuant to the Weyerhaeuser Company 2013 Long-Term Incentive Plan (the “2013 Plan”) and the 2011 Fee Deferral Plan for Directors of Weyerhaeuser Company (Amended and Restated Effective August 14, 2020) (the “Deferral Plan, and together with the 2013 Plan, the “Plans”).

The Awards are subject to all terms and conditions set forth in the Plans and in this Grant Notice and Terms and Conditions (this “Agreement”). Awards represent the Company’s unfunded and unsecured promise to issue shares of the Company’s Common Stock to the Director at a future date.

Copies of the Plans are available upon request to the Company’s Corporate Secretary. In the event of any conflict between the terms of the Plans, the terms of the 2013 Plan shall govern. Capitalized terms not explicitly defined in this Agreement but defined in the Plans have the definitions given to such terms in the Plans.

1.Vesting. Subject to the provisions of Section 4, the following vesting schedule will apply to the Awards: [on the one-year anniversary of the Grant Date][on ____________, 20__] (the “Vesting Date”), 100% of the Awards will vest. Awards that have not vested in accordance with this paragraph are subject to forfeiture as described in Section 4.

2.Conversion of Awards and Issuance of Shares. Subject to any limitations set forth in this Agreement (including Sections 4, 8 and 10) and the Plans, and subject to any deferral election made pursuant to Section 3, one share of Company Common Stock shall be issued to the Director for each Award that vests (the “Shares”) on or as soon as practicable after (but in all events by a date which is within 30 days following) the earliest of the following release events: (a) the Vesting Date, (b) a Termination Event, and (c) the date of a Change in Control that qualifies as a “change in control event” for purposes of Treas. Reg. § 1.409A-3(i)(5) (each a “Release Event”). No fractional shares of Common Stock shall be issued under this Agreement, and cash shall be paid in lieu thereof (determined based on closing price of the Common Stock on the New York Stock Exchange on the date of such payment (or, is such date is not a Trading Day, then on the first Trading Day immediately preceding such date). If the Director elects to defer settlement of a percentage of the Awards pursuant to Section 3, such percentage of the Awards shall be settled in accordance with such deferral.

3.Deferral of Payment of Awards. The Director may elect to defer settlement of a percentage of the Awards in accordance with the procedures set forth in Section 4(c) of the Deferral Plan.

4.Termination of Service; Death; Disability; Change in Control. In the event of the Director’s Separation from Service, death, Disability, or a Change in Control while Awards are outstanding, the following vesting provisions will apply.

(a)Termination of Service Other than Due to Death or Disability. In the event of the Director’s Separation from Service for any reason other than death or Disability prior to the occurrence of a Release Event, the Director will receive a pro-rated number of Awards based on the number of days of service as a member of the Board after the Grant Date. The pro-rated number of Awards will be calculated by multiplying the number of Awards by a fraction, the numerator of which equals the number of days that have elapsed since the Grant Date and the denominator of which equals 365 (rounded to three decimal points). Subject to Section 10, the pro-rated number of Awards will be released pursuant to Section 2 above. The remaining Awards will be forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards.

(b)Termination of Service for Cause. In the event of the Director’s Separation from Service for Cause prior to the occurrence of any Release Event, then notwithstanding anything to the contrary herein, including, but not limited to, Section 4(a), any outstanding Awards will be immediately forfeited at the time the Company first notifies the Director of the termination of the Director’s service for Cause.

(c)Death or Disability. In the event of the Director’s death or Disability while actively serving as a member of the Board and prior to the occurrence of any other Release Event (a “Termination Event”), the Director will receive 100% of the Awards. Subject to Section 10, the Awards will be released pursuant to Section 2 above. In the event of the Director’s death, payment will be made to the Director’s Beneficiary (as such term is defined in the Deferral Plan).

(d)Change in Control. In the event of a Change in Control prior to the occurrence of any other Release Event, the Director will receive 100% of the Awards. Subject to Section 10, the Awards will be released pursuant to Section 2 above.

(e)Definitions. For purposes of this Section 4, and subject to Section 10, the following defined terms have the following meanings:

i.“Cause” means (i) conviction of a felony or (ii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.

ii.“Change in Control” has the meaning assigned to such term in the 2013 Plan.

iii.“Disability” means a “disability” as defined in Treas. Reg. § 1.409A-3(i)(4) (or successor provisions).

iv.“Separation from Service” has the meaning assigned to such term in the Deferral Plan.

5.Dividends. If the Company declares and pays dividends on Common Stock during the time period when Awards are outstanding, each such Award shall be credited with an additional amount equivalent to the dividend that would have been paid with respect to such Award if it had been an actual share of Common Stock. The amount of such dividend equivalents shall be converted into additional Awards in the manner provided in Section 6(b) of the Deferral Plan, such additional Awards

to be subject to the same vesting, payment and forfeiture provisions as the original Awards upon which such dividend equivalent amounts were credited.

6.No Rights as Shareholder until Vesting and Issuance of Shares. Except as otherwise specifically provided in this Agreement, the Director will not be entitled to any voting or other rights of a shareholder of Common Stock with respect to any outstanding Awards. Upon vesting of the Awards and issuance of Shares, the Director will obtain full voting and other rights as a shareholder of the Company.

7.Compliance. The Director may sell, pledge, assign, hypothecate, transfer or dispose of the Awards or Shares issued in respect of the Awards only in compliance with the Company’s policies and applicable laws and regulations, including the registration requirements of the Securities Act of 1933, as amended.

8.Taxes. The Company may withhold from any payment under the Plan or from any other compensation payable by the Company to the Director any federal, state, local or foreign taxes required by law to be withheld with respect to a deferral, payment or accrual under the Plans (a “Tax Withholding Obligation”), and shall report such payments and other Plan-related information to the appropriate governmental agencies as required under applicable law. The Company may deduct from the payment of any Shares issuable pursuant to this Agreement the amount necessary to satisfy any such Tax Withholding Obligations, in which case the number of Shares deducted will be calculated by dividing the dollar amount of any such Tax Withholding Obligations by the closing price of the Common Stock on the New York Stock Exchange on the date of such payment (or, is such date is not a Trading Day, then on the first Trading Day immediately preceding such date) (rounded to three decimal points). Tax consequences of receiving or disposing of Awards and Shares may be complicated, depending in part on the Director’s specific situation. The Director is encouraged to consult with a competent tax advisor independent of the Company to obtain tax advice concerning the receipt, vesting or disposition of the Awards or Shares in light of the Director’s specific situation.

9.Data Privacy. By receiving the Awards, the Director: (a) authorizes the Company and any agent of the Company administering the Plans or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Awards and the administration of the Plans, (b) waives any data privacy rights the Director may have with respect to such information, and (c) authorizes the Company and its agents to store and transmit such information in electronic form.

10.Compliance with Section 409A. To the extent that the Company determines that the Awards are subject to Section 409A, these Terms and Conditions will be interpreted and administered in a manner consistent therewith to the extent necessary to comply with such requirements of Section 409A and to avoid the imposition of any additional tax. When the period during which payment may be made straddles two taxable years, in no event are you permitted, directly or indirectly, to designate the taxable year of any payment. To the extent that the Company determines that the Awards are subject to Section 409A and fail to comply with the requirements of Section 409A, the Company reserves the right (without any obligation to do so) to amend, restructure, terminate or replace the Awards in order to cause the Awards to either not be subject to Section 409A or to comply with the applicable provisions of Section 409A.

11.Binding Effect; Entire Agreement. This document will inure to the benefit of the successors and assigns of the Company and be binding upon the Director and the Director’s heirs, executors, administrators, successors and assigns. This document and the Plans constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior discussions, understandings and agreements with respect to such matters.