UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.07 Submission of Matters to a Vote of Security Holders.
Mercer International Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders on May 31, 2022. At this meeting, shareholders were requested to (1) elect a board of directors, (2) approve, on a non-binding advisory basis, the Company’s executive compensation, (3) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm; and (4) approve the Mercer International Inc. Amended and Restated 2022 Stock Incentive Plan, all of which were described in more detail in the Company’s 2022 Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 18, 2022. The results of voting on the matters submitted to the Company’s shareholders are as follows:
Proposal 1: Election of Directors.
All of the ten nominees for the Company’s board of directors were elected, and the voting results are set forth below:
| For | Withheld | Broker Non-Votes | ||||
| Jimmy S.H. Lee |
54,607,989 | 602,210 | 6,273,129 | |||
| Juan Carlos Bueno |
54,817,357 | 392,842 | 6,273,129 | |||
| R. Keith Purchase |
51,392,154 | 3,818,045 | 6,273,129 | |||
| William D. McCartney |
50,660,009 | 4,550,190 | 6,273,129 | |||
| James Shepherd |
51,827,516 | 3,382,683 | 6,273,129 | |||
| Alan C. Wallace |
51,837,907 | 3,372,292 | 6,273,129 | |||
| Linda J. Welty |
54,675,150 | 535,049 | 6,273,129 | |||
| Rainer Rettig |
51,837,653 | 3,372,546 | 6,273,129 | |||
| Alice Laberge |
51,883,698 | 3,326,501 | 6,273,129 | |||
| Janine North |
54,677,257 | 532,942 | 6,273,129 |
Proposal 2: Advisory Vote on Executive Compensation.
The non-binding resolution approving the Company’s executive compensation was approved, and the voting results are set forth below:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 51,621,988 | 3,553,057 | 35,154 | 6,273,129 |
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm.
The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2022 was ratified, and the voting results are set forth below:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 61,343,216 | 138,362 | 1,750 | — |
Proposal 4: Approval of the Company’s Amended and Restated 2022 Stock Incentive Plan.
The Company’s Amended and Restated 2022 Stock Incentive Plan was approved, and the voting results are set forth below:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 51,181,856 | 4,000,925 | 27,418 | 6,273,129 |
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.
| MERCER INTERNATIONAL INC. | ||
| By: | /s/ David K. Ure | |
| David K. Ure | ||
| Chief Financial Officer | ||
Date: May 31, 2022