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

July 29, 2021

(Date of Report/Date of earliest event reported)

DOMTAR CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-33164	20-5901152
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

234 Kingsley Park Drive

Fort Mill, South Carolina

29715

(Address and zip code of principal executive offices)

(803) 802-7500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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: Common Stock, Par Value $0.01 Per Share; Common stock traded on the New York Stock Exchange ; trading symbol UFS.

Indicate by check mark whether the registrant is an emerging growth company as defined in 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

At the special meeting of stockholders of Domtar Corporation (the “Corporation”) held on July 29, 2021, the following proposals were submitted to a vote of the stockholders of the Corporation. The final voting results are set forth below:

1. The adoption of the Agreement and Plan of Merger, dated as of May 10, 2021 (as it may be further amended, modified or supplemented from time to time, the “merger agreement”), by and among the Corporation, Karta Halten B. V., a private limited company organized under the laws of the Netherlands (“Parent”), Pearl Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Paper Excellence B.V., a private limited company organized under the laws of the Netherlands, and Hervey Investments B.V., a private limited company organized under the laws of the Netherlands, pursuant to which Merger Sub will be merged with and into the Corporation (the “merger”), with the Corporation surviving as a wholly owned subsidiary of Parent (the “merger proposal”):

For	Against	Abstain
41,254,923	31,004	78,556

2. The approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to the Coporation’s named executive officers that is based on or otherwise relates to the merger:

For	Against	Abstain
39,345,323	1,880,149	139,011

Because there were sufficient votes at the special meeting to approve the merger proposal, the proposal to approve an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal was rendered moot.

Item 8.01 Other Events

On July 29, 2021, the Corporation issued a press release announcing the results of the special meeting and clearance of the merger under the antitrust laws of Spain and the People’s Republic of China. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit     No.	Description of Exhibits
99.1	Press Release, dated as of July 29, 2021
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.

DOMTAR CORPORATION
(Registrant)
By:	/s/ Nancy Klembus
Name:	Nancy Klembus
Title:	Senior Vice President, General Counsel and Corporate Secretary
Date: July 29, 2021

EX-99.1

Exhibit 99.1

234 Kingsley Park Drive Fort Mill, South Carolina 29715

News Release

TICKER SYMBOL	INVESTOR RELATIONS	MEDIA RELATIONS
(NYSE: UFS) (TSX: UFS)	Nicholas Estrela Director Investor Relations Tel.: 514-848-5049	David Struhs Vice-President Corporate Services and Sustainability Tel.: 803-802-8031

Domtar, Paper Excellence Merger Approved by Stockholders

Fort Mill, South Carolina, July 29, 2021 – Stockholders of Domtar Corporation (NYSE: UFS) (TSX: UFS) today approved a proposal to adopt a business combination with Paper Excellence B.V. (“Paper Excellence”) whereby Karta Halten B.V., an affiliate of Paper Excellence, will acquire all of the issued and outstanding shares of Domtar common stock for $55.50 per share in cash pursuant to an agreement and plan of merger dated May 10, 2021 (the “Merger”).

The adoption of the Merger required the affirmative vote of stockholders holding a majority of the issued and outstanding shares of Domtar’s common stock entitled to vote on such matter.

More than 81 percent (81.93%) of the issued and outstanding shares of Domtar’s common stock entitled to vote at the special meeting of stockholders were voted in favor of the Merger. In addition, the non-binding compensation advisory proposal was also approved by a majority of the shares represented at the meeting.

Additionally, Domtar announced that clearances have been obtained under the antitrust laws of Spain and the People’s Republic of China, following previous clearances obtained in the United States and Turkey, representing another step toward the closing of the announced Merger.

The Merger is expected to be completed before the end of 2021, subject to receiving clearance under Canada’s Competition Act and other customary closing conditions.

1/2

About Domtar

Domtar is a leading provider of a wide variety of fiber-based products including communication, specialty and packaging papers, market pulp and airlaid nonwovens. With approximately 6,400 employees serving more than 50 countries around the world, Domtar is driven by a commitment to turn sustainable wood fiber into useful products that people rely on every day. Domtar’s annual sales are approximately $3.7 billion, and its common stock is traded on the New York and Toronto Stock Exchanges. Domtar’s principal executive office is in Fort Mill, South Carolina. To learn more, visit www.domtar.com.

Forward-Looking Statements

Certain statements contained in this article, and other written and oral statements made from time to time by us or on our behalf are based on current expectations, projections about operations, industry conditions, financial condition, and liquidity, may not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance including the proposed transaction between Domtar and Parent. As such, they are considered “forward-looking statements” which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as “anticipate”, “believe”, “expect”, “intend”, “aim”, “target”, “plan”, “continue”, “estimate”, “project”, “may”, “will”, “should” and similar expressions. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially. Many risks, contingencies and uncertainties could cause actual results to differ materially from our forward-looking statements.

2/2

XML

Document and Entity Information	Jul. 29, 2021
Cover [Abstract]
Entity Registrant Name	Domtar CORP
Entity Incorporation State Country Code	DE
Security Exchange Name	NYSE
Amendment Flag	false
Entity Central Index Key	0001381531
Document Type	8-K
Document Period End Date	Jul. 29, 2021
Entity File Number	001-33164
Entity Tax Identification Number	20-5901152
Entity Address, Address Line One	234 Kingsley Park Drive
Entity Address, City or Town	Fort Mill
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29715
City Area Code	(803)
Local Phone Number	802-7500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, Par Value $0.01 Per Share
Trading Symbol	UFS
Entity Emerging Growth Company	false