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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): January 18, 2024

 

 

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

 

WY

 

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

EXHIBIT 10.1

Form of Weyerhaeuser Company Performance Share Unit Award Terms and Conditions

EXHIBIT 10.2

Form of Weyerhaeuser Company Restricted Stock Unit Award Terms and Conditions

EXHIBIT 104

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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

 

(e) On January 18, 2024, the Compensation Committee of the Weyerhaeuser Company Board of Directors approved new forms of terms and conditions for future performance share unit awards and restricted stock unit awards that may be granted to executive officers under the Weyerhaeuser Company 2022 Long-Term Incentive Plan. Copies of the forms of performance share unit award terms and conditions and restricted stock unit award terms and conditions are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and incorporated herein by reference.

 

 

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

10.1

Form of Weyerhaeuser Company Performance Share Unit Award Terms and Conditions

10.2

Form of Weyerhaeuser Company Restricted Stock Unit Award Terms and Conditions

104

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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: January 24, 2024