SEC Form 8-K filed by Mercer International Inc.

 

 

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): May 31, 2024

 

MERCER INTERNATIONAL INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Washington		000-51826		47-0956945
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (604) 684-1099

Not Applicable

(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 (see General Instructions A.2. below):

 

☐	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 $1.00 per share		MERC		NASDAQ Global Select Market

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 2024 Annual Meeting of Shareholders on May 31, 2024. 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; and (3) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, all of which were described in more detail in the Company’s 2024 Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 19, 2024. 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		Against		Abstentions		Broker Non-Votes
Juan Carlos Bueno		36,692,025		27,290		25,694		20,843,071
William D. McCartney		35,850,954		868,322		25,733		20,843,071
James Shepherd		35,858,020		872,111		14,878		20,843,071
Alan C. Wallace		36,695,651		23,625		25,733		20,843,071
Linda J. Welty		36,155,439		563,876		25,694		20,843,071
Rainer Rettig		36,155,831		563,477		25,701		20,843,071
Alice Laberge		36,581,742		138,580		24,687		20,843,071
Janine North		36,156,069		563,246		25,694		20,843,071
Torbjörn Lööf		34,955,532		1,763,783		25,694		20,843,071
Thomas Kevin Corrick		36,695,875		23,147		25,987		20,843,071

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
36,436,822		280,880		27,307		20,843,071

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 2024 was ratified, and the voting results are set forth below:

 

For		Against		Abstentions		Broker Non-Votes
57,179,014		381,001		28,065		0

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.

 

Date: May 31, 2024