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 3, 2011

 

 

PLUM CREEK TIMBER COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

DELAWARE   1-10239   91-1912863

(State of Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

999 Third Avenue, Suite 4300 Seattle, Washington   98104-4096
(Address of Principal Executive Offices)   (Zip Code)

(206) 467-3600

Registrant’s Telephone Number, including area code

 

 

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 Instruction 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 240.14.d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 5. Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders

The company’s 2011 Annual Meeting of Stockholders was held on May 3, 2011. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, to vote on four items of business: (1) a proposal to elect nine individuals to the company’s board of directors for a one-year term expiring at the company’s 2012 annual stockholder meeting; (2) a proposal to approve, on an advisory and non-binding basis, the company’s executive compensation; (3) a proposal to select, on an advisory and non-binding basis, the frequency of future advisory votes on executive compensation; and (4) a proposal to ratify, on an advisory and non-binding basis, the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2011.

Required Vote

For Proposals 1, 2 and 4, the vote standard is a majority of the votes cast “For” and “Against” the item of business. To be approved, the votes cast “For” an item of business must exceed the votes cast “Against” the item of business. Therefore, votes to abstain and broker non-votes have no effect on the outcome.

For Proposal 3, the vote standard is a plurality of the votes cast among the three choices. The frequency–every 1 year, every 2 years or every 3 years–that receives the largest number of votes, even if not a majority of the votes cast, is considered the preference of our stockholders. Therefore, votes to abstain and broker non-votes have no effect on the outcome.

Vote Results

Following are the vote results for each proposal submitted to a vote of the stockholders at the annual meeting.

 

Proposal 1    Nine individuals nominated by the company’s board of directors for re-election to one-year terms expiring at the 2012 Annual Meeting of Stockholders were re-elected to the board. The vote results were as follows:

 

Nominee

   Votes For      Votes Against      Votes to Abstain      Broker Non-Votes  

Rick R. Holley

     97,674,778         730,908         334,817         39,773,252   

Robin Josephs

     97,629,969         774,142         336,392         39,773,252   

John G. McDonald

     96,704,959         1,689,111         346,433         39,773,252   

Robert B. McLeod

     97,594,308         794,755         351,440         39,773,252   

John F. Morgan Sr.

     97,703,123         686,140         351,240         39,773,252   

Marc F. Racicot

     97,459,308         897,972         383,223         39,773,252   

John H. Scully

     97,145,473         1,242,999         352,031         39,773,252   

Stephen C. Tobias

     97,634,507         769,808         336,188         39,773,252   

Martin A. White

     97,603,866         783,971         352,666         39,773,252   

 

Proposal 2    The company’s executive compensation was approved by the stockholders on a non-binding and advisory basis. The vote results were as follows:

 

Votes For

  Votes Against   Votes to Abstain   Broker Non-Votes
94,971,339   2,866,194   902,970   39,773,252

 

Proposal 3    A frequency of every “1 year” for future advisory votes on the company’s executive compensation was selected by stockholders on a non-binding and advisory basis. The vote results were as follows:

 

1 Year

  2 Years   3 Years   Votes to Abstain   Broker Non-Votes
84,030,434   2,060,139   11,881,491   768,439   39,773,252


Proposal 4    The appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2011 was ratified by the stockholders on a non-binding and advisory basis. The vote results were as follows:

 

Votes For

  Votes Against   Votes to Abstain   Broker Non-Votes
136,892,116   1,127,385   494,254   0

Determination of Frequency of Future Executive Compensation Advisory Votes

In light of the vote results for Proposal 3, the board of directors has determined that the company will hold future executive compensation advisory votes on an annual basis until the next required advisory vote on frequency is held.


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.

 

PLUM CREEK TIMBER COMPANY, INC.
By:  

/s/    James A. Kraft

  James A. Kraft
  Senior Vice President, General Counsel and Secretary

DATED: May 5, 2011