Weyerhaeuser Co. Files Definitive Proxy Statement

Ticker: WY · Form: DEF 14A · Filed: Mar 27, 2024 · CIK: 106535

Weyerhaeuser Co DEF 14A Filing Summary
FieldDetail
CompanyWeyerhaeuser Co (WY)
Form TypeDEF 14A
Filed DateMar 27, 2024
Risk Levelmedium
Pages15
Reading Time17 min
Key Dollar Amounts$839 m, $1.7 b, $1.4 billion, $986 million, $37 million
Sentimentneutral

Sentiment: neutral

Topics: Weyerhaeuser, DEF 14A, Proxy Statement, Annual Meeting, Forward-Looking Statements

TL;DR

<b>Weyerhaeuser Co. has filed its definitive proxy statement for the upcoming annual shareholder meeting.</b>

AI Summary

WEYERHAEUSER CO (WY) filed a Proxy Statement (DEF 14A) with the SEC on March 27, 2024. Weyerhaeuser Co. filed a Definitive Proxy Statement (DEF 14A) on March 27, 2024. The filing is for the annual meeting of shareholders scheduled for May 10, 2024. The company's fiscal year ends on December 31. Weyerhaeuser Co. is incorporated in Washington state. The filing includes forward-looking statements subject to risks and uncertainties.

Why It Matters

For investors and stakeholders tracking WEYERHAEUSER CO, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding the annual meeting, including agenda items and voting matters, enabling informed participation. The inclusion of forward-looking statements highlights potential future performance and risks, offering insight into management's outlook and the challenges the company may face.

Risk Assessment

Risk Level: medium — WEYERHAEUSER CO shows moderate risk based on this filing. The filing contains forward-looking statements that are subject to significant risks and uncertainties, as detailed in the company's 10-K and other SEC filings, which could materially impact actual results.

Analyst Insight

Shareholders should review the proxy statement carefully to understand the proposals being voted on and the associated risks before the annual meeting.

Key Numbers

  • 2024-03-27 — Filing Date (DEF 14A filing date)
  • 2024-05-10 — Period of Report (Conformed period of report)
  • 1231 — Fiscal Year End (Company's fiscal year end)
  • 98104 — ZIP Code (Company's business and mail address ZIP code)

Key Players & Entities

  • WEYERHAEUSER CO (company) — Filer name
  • 2024-03-27 (date) — Filing date
  • 2024-05-10 (date) — Period of report
  • 0001140361-24-015567 (filing_id) — Accession number
  • DEF 14A (form_type) — Form type
  • 1934 Act (regulation) — SEC Act
  • WA (state) — State of incorporation
  • 206-539-3000 (phone) — Business phone

FAQ

When did WEYERHAEUSER CO file this DEF 14A?

WEYERHAEUSER CO filed this Proxy Statement (DEF 14A) with the SEC on March 27, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by WEYERHAEUSER CO (WY).

Where can I read the original DEF 14A filing from WEYERHAEUSER CO?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by WEYERHAEUSER CO.

What are the key takeaways from WEYERHAEUSER CO's DEF 14A?

WEYERHAEUSER CO filed this DEF 14A on March 27, 2024. Key takeaways: Weyerhaeuser Co. filed a Definitive Proxy Statement (DEF 14A) on March 27, 2024.. The filing is for the annual meeting of shareholders scheduled for May 10, 2024.. The company's fiscal year ends on December 31..

Is WEYERHAEUSER CO a risky investment based on this filing?

Based on this DEF 14A, WEYERHAEUSER CO presents a moderate-risk profile. The filing contains forward-looking statements that are subject to significant risks and uncertainties, as detailed in the company's 10-K and other SEC filings, which could materially impact actual results.

What should investors do after reading WEYERHAEUSER CO's DEF 14A?

Shareholders should review the proxy statement carefully to understand the proposals being voted on and the associated risks before the annual meeting. The overall sentiment from this filing is neutral.

Risk Factors

  • Forward-Looking Statements [medium — regulatory]: The company's forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those described.

Key Dates

  • 2024-03-27: Filing Date — Definitive Proxy Statement filed
  • 2024-05-10: Annual Meeting Date — Date of the annual meeting of shareholders

Glossary

DEF 14A
Definitive Proxy Statement filed with the SEC. (Provides shareholders with information for the annual meeting and voting.)
Forward-Looking Statements
Statements concerning future results and performance that are not based on historical facts. (Indicates potential future outcomes and associated risks for the company.)

Filing Stats: 4,358 words · 17 min read · ~15 pages · Grade level 18 · Accepted 2024-03-27 15:02:08

Key Financial Figures

  • $839 m — e Generated full-year net earnings of $839 million, Adjusted EBITDA * of approximate
  • $1.7 b — ion, Adjusted EBITDA * of approximately $1.7 billion, net cash from operations of over
  • $1.4 billion — llion, net cash from operations of over $1.4 billion and Adjusted FAD * of $986 million De
  • $986 million — over $1.4 billion and Adjusted FAD * of $986 million Delivered peer-leading Adjusted EBITD
  • $37 million — * in our Western Timberlands Captured $37 million of Operational Excellence ("OpX") impro
  • $783 million — ant Cash to Our Shareholders Returned $783 million in total cash to shareholders based on
  • $0.19 — base dividend by 5.6 percent in 2023 to $0.19 per share and paid a supplemental divid
  • $0.14 — are and paid a supplemental dividend of $0.14 per share in the first quarter of 2024
  • $125 million — f 2024 based on 2023 results Returned $125 million to our shareholders through opportunist
  • $5 million — unities: THRIVE: A commitment to invest $5 million across five of our operating communitie
  • $1 million — of extra support. Our goal is to invest $1 million in each community over the course of se

Filing Documents

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains statements concerning the company's future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and reference or suggest the anticipated occurrence of events or accomplishments in the future. These forward-looking statements are based on our current expectations and assumptions and are not guarantees of future events or performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the SEC. It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on the company's business, results of operations, cash flows, financial condition and future prospects. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise. TABLE OF CONTENTS Dear Shareholder: We are pleased to invite you to at

Election of Directors

Item 1.Election of Directors 18 Nominees for Election 19 Board and Committee Meetings in 2023 24 Director Compensation 24 Annual Shareholder Meeting Attendance 25

Proposal to Approve, on an Advisory Basis, the Compensation of the Named Executive Officers

Item 2.Proposal to Approve, on an Advisory Basis, the Compensation of the Named Executive Officers 26

Executive Compensation

Executive Compensation 27 Compensation Discussion and Analysis 27 Executive Summary 27 Compensation Philosophy and Principles 29 Compensation Program Design 32 Other Factors Affecting Compensation 41 Compensation Tables 42 Summary Compensation Table 42 Grants of Plan-Based Awards for 2023 44 Outstanding Equity Awards at 2023 Fiscal Year End 45 Option Exercises and Stock Vested in 2023 46 Pension Benefits 46 Nonqualified Deferred Compensation 48 Potential Payments Upon Termination or Change of Control 49 Compensation Committee Report 52 Compensation Committee Interlocks and Insider Participation 52 Risk Analysis of Our Compensation Programs 52 CEO Pay Ratio 52 Pay Versus Performance 53 Pay Versus Performance Table 53 Table of Financial Performance Measures 55 Description of Relationships Between Compensation Actually Paid and Specified Financial Measures 55

Ratify the Selection of the Independent Registered Public Accounting Firm

Item 3. Ratify the Selection of the Independent Registered Public Accounting Firm 57 Audit Committee Report 59 Stock Information 60 Beneficial Ownership of Common Shares 60 Information About Securities Authorized for Issuance Under Our Equity Compensation Plans 61 Future Shareholder Proposals 62 Shareholder Recommendations and Nominations of Directors 62 Communicating with the Corporate Secretary 63 Information About the Meeting 64 Attending and Participating at the Annual Meeting 64 Voting Matters 64 Other Matters 66 Appendix A A-1 TABLE OF CONTENTS Notice of the 2024 Annual Meeting of Shareholders For additional information about our annual meeting, see Information About the Meeting on page 64 . Meeting Date Meeting Time Virtual Meeting (Audio Webcast) Record Date May 10, 2024 8:00 a.m. (Pacific) www.virtualshareholdermeeting.com/WY2024 March 11, 2024 Annual Meeting Business Weyerhaeuser Company's Annual Meeting of Shareholders will be held May 10, 2024, to: Elect as directors the 10 nominees named in the accompanying proxy statement Approve , on an advisory basis, the compensation of our named executive officers Ratify the selection of KPMG LLP as the company's independent registered public accounting firm for 2024 Transact any other business that may be properly brought before the annual meeting Proxy Materials On or about March 27, 2024, we began distributing to each shareholder entitled to vote at the annual meeting either (i) a Notice of Internet Availability of Proxy Materials; or (ii) our proxy statement, a proxy card and our 2023 Annual Report to Shareholders and Form 10-K. The Notice of Internet Availability of Proxy Materials contains instructions on how to electronically access our proxy statement and our 2023 Annual Report to Shareholders and Form 10-K, how to vote and how to receive a paper copy of our proxy materials by mail, if desired. Attending and Voting at the Annual Meeting There will be

: Election of Directors

Item 1: Election of Directors Our board strives to maintain an appropriate balance of tenure, diversity, characteristics, talents, skills and expertise to provide sound and prudent guidance with respect to the company's operations and interests. The board engages in robust succession-planning activities that have resulted in a strong track record of refreshment, with eight new directors added to our board since 2015. The board recommends a vote "FOR" each nominee. See pages 18 - 25 for more information. Name & Primary Occupation Age Director Since Independent EC AC CC GCRC Mark A. Emmert Former President, National Collegiate Athletic Association 71 2008 Rick R. Holley (Board Chairman) Former Chief Executive Officer, Plum Creek Timber Company, Inc. 72 2016 Chair Sara Grootwassink Lewis Former Chief Executive Officer, Lewis Corporate Advisors 56 2016 Chair Deidra C. Merriwether Senior Vice President & Chief Financial Officer, W.W. Grainger, Inc. 55 2020 Al Monaco Former President & Chief Executive Officer, Enbridge, Inc. 64 2020 James C. O'Rourke Former President & Chief Executive Officer, The Mosaic Company 63 2023 Nicole W. Piasecki Former Vice President & General Manager, Propulsion Division, Boeing Commercial Airplanes 61 2003 Chair Lawrence A. Selzer President & Chief Executive Officer, The Conservation Fund 64 2016 Chair Devin W. Stockfish President & Chief Executive Officer, Weyerhaeuser Company 50 2019 Kim Williams Former Partner & Senior Vice President, Wellington Management Co., LLP 68 2006 EC = Executive CommitteeAC = Audit CommitteeCC = Compensation Committee GCRC = Governance and Corporate Responsibility Committee 2|Weyerhaeuser Company TABLE OF CONTENTS 2024 Annual Meeting & Proxy Statement|3 TABLE OF CONTENTS

: Approve Executive Compensation

Item 2: Approve Executive Compensation Our executive compensation program is designed to provide a market-competitive pay opportunity that ensures we attract and retain top talent, with pay directly linked to the achievement of short- and long-term business results that strongly align our executives' interests with those of our shareholders. The board recommends a vote "FOR" this proposal. See pages 26 - 56 for more information. Objective Key Compensation Practices Offer competitive pay opportunity that allows us to attract and retain top talent An independent compensation consultant, Frederic W. Cook & Co., Inc. ("FW Cook"), advises the Compensation Committee regarding best and competitive pay practices. We target compensation in the median range of market pay. Emphasize pay-for-performance that drives superior financial results and value creation A significant portion of our executive pay is performance based. We evaluate performance against rigorous preset goals. When appropriate, we exercise negative discretion to reduce incentive cash compensation otherwise payable. Provide strong alignment with the interests of our shareholders Equity constitutes a significant portion of our executive pay. Performance share unit ("PSU") awards are tied to a three-year relative total shareholder return ("TSR") measure. Share ownership requirements of 6x base salary for the CEO and 3x base salary (increased from 2x) for other executives. Mitigate unnecessary and excessive risk-taking No employment agreements or guaranteed bonuses. We have compensation recovery and anti-hedging and anti-pledging policies. "Double trigger" acceleration of change of control benefits. Limited executive perquisites comprising relocation benefits, an annual executive health screening and, when necessary, security services; no tax gross-ups for "golden parachute" excise taxes.

: Ratify the Selection of the Independent Registered Public Accounting Firm

Item 3: Ratify the Selection of the Independent Registered Public Accounting Firm The Audit Committee evaluates KPMG's performance annually and has determined that appointing KPMG to perform audit services for the company in 2024 is in the company's and shareholders' best interests. KPMG is a prominent national audit firm that has significant experience in the forest and wood products industry. The firm provides minimal non-audit services to the company. The board recommends a vote "FOR" this proposal. See pages 57 - 58 for more information. 4|Weyerhaeuser Company TABLE OF CONTENTS 2023 Performance Highlights Our performance in 2023 reflects solid execution across all businesses, notwithstanding challenging market conditions over the course of the year. In addition, we continued to deliver superior shareholder value by improving and growing our portfolio of assets, maintaining our industry-leading performance, enhancing our strong ESG foundation and executing on our capital allocation strategy. We Strengthened the Value of Our World-Class Timberlands Portfolio Acquired mature and highly productive timberlands in North Carolina, South Carolina and Mississippi, all strategically located near our existing timber holdings and mill operations Divested less-strategic timberlands in upstate South Carolina We Delivered Strong Financial and Operating Performance Generated full-year net earnings of $839 million, Adjusted EBITDA * of approximately $1.7 billion, net cash from operations of over $1.4 billion and Adjusted FAD * of $986 million Delivered peer-leading Adjusted EBITDA margin ** in all our Wood Products manufacturing businesses and peer-leading Adjusted EBITDA per acre ** in our Western Timberlands Captured $37 million of Operational Excellence ("OpX") improvements across our businesses We Enhanced Our Strong ESG Foundation and Leadership Received limited third-party assurance of our Scope 1 and Scope 2 greenhouse gas ("GHG") emissions Strengt

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