UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
Mercer International Inc. (the "Company") held its 2020 Annual Meeting of Shareholders on May 29, 2020. At this meeting, shareholders were requested to (1) elect a board of directors, (2) ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm, and (3) approve, on a non-binding advisory basis, the Company's executive compensation, all of which were described in more detail in the Company's 2020 Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 10, 2020. The results of voting on the matters submitted to the Company's shareholders are as follows:
Proposal 1:Election of Directors.
All of the eight nominees for the Company's board of directors were elected, and the voting results are set forth below:
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For |
Withheld |
Broker Non-Votes |
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Jimmy S.H. Lee |
57,236,087 |
204,847 |
4,403,190 |
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David M. Gandossi |
57,391,981 |
48,953 |
4,403,190 |
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William D. McCartney |
54,710,678 |
2,730,256 |
4,403,190 |
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James Shepherd |
57,393,192 |
47,742 |
4,403,190 |
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R. Keith Purchase |
57,285,054 |
155,880 |
4,403,190 |
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Martha A.M. Morfitt |
57,347,109 |
93,825 |
4,403,190 |
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Alan C. Wallace |
57,384,408 |
56,526 |
4,403,190 |
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Linda J. Welty |
57,390,650 |
50,284 |
4,403,190 |
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Rainer Rettig |
57,392,319 |
48,615 |
4,403,190 |
Proposal 2: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 2020 was ratified, and the voting results are set forth below:
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For |
Against |
Abstentions |
Broker Non-Votes |
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59,250,629 |
2,569,141 |
24,354 |
- |
Proposal 3: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:
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For |
Against |
Abstentions |
Broker Non-Votes |
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57,085,475 |
307,419 |
48,040 |
4,403,190 |
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.
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MERCER INTERNATIONAL INC. |
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By: |
/s/ David K. Ure |
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David K. Ure |
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Chief Financial Officer |
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Date: May 29, 2020
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