8-K

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): August 14, 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	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.

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 99.1	Press release of Weyerhaeuser Company issued August 20, 2020, announcing leadership and organization changes.
EXHIBIT 104	Cover page interactive data file (embedded within the inline XBRL document)

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)Weyerhaeuser Company (the "Company") has announced future leadership and organizational changes. Russell Hagen, the Company’s senior vice president and chief financial officer, will transition from his current position and become senior vice president and chief development officer, overseeing the company’s Real Estate, Energy & Natural Resources segment and its Acquisitions and Divestitures and Business Development teams. Mr. Hagen will assume his new role effective upon the appointment of his successor as chief financial officer, which is expected to occur in late 2020 or early 2021. Jim Kilberg, the Company’s senior vice president of Real Estate, Energy and Natural Resources, will retire in early 2021.

FORWARD LOOKING STATEMENTS

This report contains statements concerning changes to the Company’s leadership and organization that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are identified by use of words such as “expected” and “will.”  These statements are based on the Company’s and its management’s current expectations and assumptions and are not guarantees that the events described in the statements will occur within the time frame indicated or at all. The accuracy of the Company’s and its management’s expectations and assumptions is subject to a number of risks and uncertainties that could cause actual events to differ materially from those described in the forward-looking statements. These risks and uncertainties include, without limitation, the successful identification and appointment of a successor chief financial officer. Forward-looking statements speak only as of the date they are made, and neither the Company nor its management undertakes any obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

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 of Weyerhaeuser Company issued August 20, 2020, announcing leadership and organization changes.
104	Cover page interactive data file (embedded within the inline XBRL document).

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/ Devin W. Stockfish
Name:	Devin W. Stockfish
Its:	President and CEO

Date: August 20, 2020

EX-99.1

Exhibit 99.1

NEWS RELEASE

For more information contact:

Analysts – Beth Baum, 206-539-3907

Media – Nancy Thompson, 919-861-0342

Weyerhaeuser Announces Leadership and Organizational Changes

• Russell Hagen to become Chief Development Officer

• Company will conduct a search for a new Chief Financial Officer

• Jim Kilberg to retire in early 2021, as planned

SEATTLE (August 20, 2020) — Today, Weyerhaeuser Company (NYSE: WY) announced leadership and organizational changes that position the company to further enhance the long-term value of its timberlands portfolio.

Russell Hagen, currently senior vice president and chief financial officer, will become senior vice president and chief development officer, overseeing the company’s Real Estate, Energy & Natural Resources segment and its Acquisitions and Divestitures and Business Development teams. Weyerhaeuser will immediately begin a search for a new chief financial officer, and Hagen will transition to his new role once his successor is identified. Jim Kilberg, currently senior vice president of Real Estate, Energy and Natural Resources, is retiring in early 2021 as planned.

The new structure will facilitate increased collaboration among the Real Estate, A&D, ENR and Business Development teams to ensure a unified approach to portfolio management and support the company’s increasing focus on emerging carbon opportunities, in alignment with its recently announced 3 by 30 sustainability initiative.

“Creating an end-to-end portfolio management team is a natural next step that builds on the strong partnership these teams established as they have worked to optimize and improve our timberlands portfolio over the past several years,” said Devin Stockfish, president and chief executive officer. “Bringing together the complementary analytical capabilities and deep market expertise resident in these teams will further enhance our ability to make the highest-value asset decisions across our entire landscape and deliver superior returns.

“Uniting this expertise under one leader will also support and complement our growing focus on emerging carbon opportunities,” Stockfish added. “Russell is uniquely qualified for this role, bringing strong financial acumen, a deep background in A&D transactions, experience leading real estate, energy and natural resources operations, and expertise in evaluating and executing on business optimization and development opportunities. His energy, expertise and innovative thinking will help us drive outstanding results for our company and shareholders.”

“I am looking forward to taking on this new role, working closely with Devin and our talented teams to build on the strength of our portfolio and capitalize on new opportunities,” Hagen said. “This new

structure will enhance our ability to maximize the long-term value of all our assets and take full advantage of new business opportunities as they arise.”

“Jim has made many outstanding contributions to the company as leader of our Real Estate, Energy and Natural Resources business over the last several years,” Stockfish said. “Weyerhaeuser has benefited from his significant experience, passionate leadership and strong focus on asset value optimization. We appreciate the strong foundation he has built with his teams, and we look forward to the continued contributions he will make in the coming months until his retirement early next year.”

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 North 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.

ABOUT RUSSELL HAGEN

Russell S. Hagen has been Senior Vice President and Chief Financial Officer at Weyerhaeuser since February 19, 2016. Prior to the merger of Weyerhaeuser and Plum Creek, he was Senior Vice President, Business Development at Plum Creek, overseeing the company’s business development activities, including a variety of complex acquisitions and divestitures. Previously, Hagen held other senior roles at Plum Creek, leading its real estate, development, and renewable energy businesses. He joined Plum Creek in 1993 as Manager of Internal Audit and held director-level positions in accounting, financial operations, risk management and information technology. Hagen received a Bachelor of Science in business and accounting from Seattle University. He serves on the Board of Trustees of the Seattle University business school where he has also been an adjunct lecturer.

FORWARD-LOOKING STATEMENTS

This news release contains statements concerning changes to the company’s leadership and organization that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are identified by use of words such as “expected” and “will.”  These statements are based on the company’s and its management’s current expectations and assumptions and are not guarantees that the events described in the statements will occur within the time frame indicated, or at all. The accuracy of the company’s and its management’s expectations and assumptions is subject to a number of risks and uncertainties that could cause actual events to differ materially from those described in the forward-looking statements. These risks and uncertainties include, without limitation, the successful identification and appointment of a successor chief financial officer. Forward-looking statements speak only as of the date they are made, and neither the company nor its management undertakes any obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

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XML

Document and Entity Information	Aug. 14, 2020
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Aug. 14, 2020
Entity Registrant Name	WEYERHAEUSER COMPANY
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Entity Emerging Growth Company	false
Entity File Number	1-4825
Entity Incorporation State Country Code	WA
Entity Tax Identification Number	91-0470860
Entity Address Address Line1	220 Occidental Avenue South
Entity Address City Or Town	Seattle
Entity Address State Or Province	WA
Entity Address Postal Zip Code	98104-7800
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, par value $1.25 per share
Trading Symbol	WY
Name of each exchange on which registered	NYSE