Weyerhaeuser 8-K 2024-05-10

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): May 10, 2024

WEYERHAEUSER CO****MPANY

(Exact name of registrant as specified in charter)

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:

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

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:

TABLE O****F CONTENTS

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

(b), (e) On May 10, 2024, the board of directors of Weyerhaeuser Company (“Weyerhaeuser”) was notified that Keith J. O’Rear will retire as Weyerhaeuser’s senior vice president of Wood Products effective June 3, 2024. Brian Chaney, who currently serves as Weyerhaeuser’s Vice President of Engineered Wood Products and Innovation, will succeed Mr. O’Rear as senior vice president of Wood Products effective the date of Mr. O’Rear’s retirement from his current position. Mr. O’Rear will remain with the company as a strategic advisor for the remainder of 2024 with no changes to his current compensation arrangements; provided that Mr. O’Rear will no longer qualify for executive benefits (including executive severance and change of control).

Item 5.07. Submission of Matters to a Vote of Security Holders

The Weyerhaeuser Annual Meeting of Shareholders was held on May 10, 2024. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, to vote on the following three items of business:

Proposal 1. Shareholders elected the directors listed below to the board of directors for one-year terms of service to expire at the 2025 Annual Meeting of Shareholders. The final vote results were as follows:

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

Proposal 3. Shareholders ratified the selection and appointment of KPMG LLP as Weyerhaeuser’s independent registered public accounting firm for 2024. The final vote results were as follows:

Weyerhaeuser’s next annual meeting of shareholders is scheduled to take place on May 9, 2025.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

On May 13, 2024, Weyerhaeuser issued a press release announcing the changes to its senior leadership team described in Item 5.02 of this report. A copy of the press release is furnished as Exhibit 99.1 to this report.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

 (d) Exhibits.

SIGNA****TURES

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.

Date: May 13, 2024