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 5, 2015
(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.) | ||
601 Union Street, Suite 3100, Seattle, Washington | 98101-1374 | |
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b)) |
o | 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 2015 Annual Meeting of Stockholders was held on May 5, 2015. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, to vote on three items of business: (1) a proposal to elect ten individuals to the company's board of directors for one-year terms expiring at the company's 2016 annual stockholder meeting; (2) a proposal to approve, on an advisory and non-binding basis, the compensation of the company's named executive officers; and (3) 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 2015.
Required Vote
For each of the proposals, the vote standard is a majority of the votes cast “For” and “Against” the proposal. To be approved, the votes cast “For” the proposal must exceed the votes cast “Against” the proposal. Therefore, votes to abstain and broker non-votes have no effect on the vote outcome of any of the proposals.
Vote Results
Following are the final vote results for each proposal submitted to a vote of the stockholders at the annual meeting:
Proposal 1 Ten individuals nominated by the company's board of directors for election to one-year terms expiring at the 2016 Annual Meeting of Stockholders were elected to the board. The final vote results were as follows:
Nominee | Votes For | Votes Against | Votes to Abstain | Broker Non-Votes | ||||||
Rick R. Holley | 115,038,157 | 1,018,251 | 500,355 | 36,312,856 | ||||||
Robin Josephs | 113,415,612 | 2,644,583 | 496,568 | 36,312,856 | ||||||
Sara Grootwassink Lewis | 114,818,606 | 1,243,897 | 494,260 | 36,312,856 | ||||||
John G. McDonald | 114,296,091 | 1,747,578 | 513,094 | 36,312,856 | ||||||
Robert B. McLeod | 113,375,692 | 2,682,213 | 498,858 | 36,312,856 | ||||||
John F. Morgan Sr. | 114,873,984 | 1,152,563 | 530,216 | 36,312,856 | ||||||
Marc F. Racicot | 115,068,508 | 977,733 | 510,522 | 36,312,856 | ||||||
Lawrence A. Selzer | 113,636,943 | 2,416,795 | 503,025 | 36,312,856 | ||||||
Stephen C. Tobias | 113,293,356 | 2,731,287 | 532,120 | 36,312,856 | ||||||
Martin A. White | 113,464,848 | 2,583,755 | 508,160 | 36,312,856 | ||||||
Proposal 2 The executive compensation of the company's named executive officers was approved by the stockholders on a non-binding and advisory basis. The final vote results were as follows:
Votes For | Votes Against | Votes to Abstain | Broker Non-Votes | |||
93,625,309 | 21,795,257 | 1,136,197 | 36,312,856 | |||
Proposal 3 The appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2015 was ratified by the stockholders on a non-binding and advisory basis. The final vote results were as follows:
Votes For | Votes Against | Votes to Abstain | Broker Non-Votes | |||
150,493,111 | 1,657,201 | 719,307 | 0 | |||
Determination of Frequency of Future Executive Compensation Advisory Votes
At the company's 2011 Annual Meeting of Stockholders, the board of directors recommended, and approximately 86% of the stockholders voting on the proposal (not including 768,439 abstain votes) chose, to have the company hold executive compensation advisory votes (“Say on Pay”) on an annual basis until the next required advisory vote on Say on Pay frequency is held. In light of the foregoing, the company has held, and intends to continue to hold, the Say on Pay vote annually. The next advisory vote on Say on Pay frequency will be held at the company's 2017 Annual Meeting of Stockholders.
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 7, 2015