UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 15, 2025, the Board of Directors (the “Board”) of Sylvamo Corporation (the “Company”) adopted and approved, effective immediately, the second amended and restated By-Laws of the Company (as amended and restated, the “Second Amended and Restated By-Laws”). The Second Amended and Restated By-Laws, among other things:
| • | revise and clarify the scope of certain procedures and disclosure requirements set forth in the by-law provisions for stockholders to provide advance notice of director nominations and business proposals to be brought at a meeting of stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act); |
| • | revise the majority voting provision to clarify when an election will be deemed contested; |
| • | specify that the Board may propose business at a special meeting of stockholders requested by one or more stockholders; and |
| • | make certain administrative, modernizing, clarifying and conforming changes, including making updates to reflect recent amendments to the General Corporation Law of the State of Delaware. |
The foregoing summary of the Second Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated By-Laws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | The Company held its annual meeting of stockholders on May 15, 2025. |
| (b) | Of the 40,720,315 shares outstanding on the record date and entitled to vote at the meeting, 37,932,359 shares were present at the meeting in person or by proxy, constituting a quorum of ninety-three percent (93%). The stockholders of the Company’s common stock considered and voted at the meeting upon the three Company proposals listed below. This report discloses the final voting results for the meeting. |
Proposal 1 – Elect ten director nominees to the Company’s board of directors
The Company’s stockholders elected each of the individuals listed below as directors to serve until the next annual meeting of the Company and until their successors have been duly elected and qualified, or their earlier resignation.
| Directors |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Jean-Michel Ribiéras |
31,986,180 | 1,517,458 | 20,822 | 4,407,898 | ||||||||||||
| Stan Askren |
33,437,431 | 66,163 | 20,866 | 4,407,898 | ||||||||||||
| Christine S. Breves |
33,462,982 | 41,067 | 20,411 | 4,407,898 | ||||||||||||
| Lizanne M. Bruce |
33,214,760 | 289,248 | 20,452 | 4,407,898 | ||||||||||||
| Jeanmarie Desmond |
33,221,298 | 274,682 | 28,480 | 4,407,898 | ||||||||||||
| Joia M. Johnson |
33,164,767 | 330,856 | 28,837 | 4,407,898 | ||||||||||||
| Karl L. Meyers |
33,129,491 | 298,548 | 96,421 | 4,407,898 | ||||||||||||
| David Petratis |
33,186,203 | 317,361 | 20,896 | 4,407,898 | ||||||||||||
| Mark W. Wilde |
33,245,648 | 257,991 | 20,821 | 4,407,898 | ||||||||||||
| James P. Zallie |
33,471,664 | 31,774 | 21,022 | 4,407,898 | ||||||||||||
Proposal 2 – Ratify the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For |
Against |
Abstain |
Broker | |||
| 37,845,026 | 66,493 | 20,839 | — |
Proposal 3 – Approve on a non-binding advisory basis the compensation of the Company’s named executive officers (“NEOs”)
The Company’s stockholders approved the compensation of the Company’s NEOs on a non-binding advisory basis.
| For |
Against |
Abstain |
Broker | |||
| 31,766,811 | 1,668,194 | 89,455 | 4,407,898 |
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 3.1 | Second Amended and Restated By-Laws | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 16, 2025 | Sylvamo Corporation | |||||
| By: | /s/ Matthew Barron | |||||
| Name: | Matthew Barron | |||||
| Title: | Senior Vice President and Chief Administrative and Legal Officer | |||||