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 25, 2017
RESOLUTE FOREST PRODUCTS INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33776 | 98-0526415 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| Resolute Forest Products Inc. 111 Duke Street, Suite 5000 Montreal, Quebec, Canada |
H3C 2M1 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(514) 875-2160
(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 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
| (a) | Resolute Forest Products Inc. held its annual meeting of stockholders on May 25, 2017. |
| (b) | The stockholders: |
| • | elected each of the eight director nominees listed below to hold office until the 2018 annual meeting of stockholders, or until his or her successor has been elected and qualified; |
| • | ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2017 fiscal year; |
| • | adopted a non-binding resolution approving executive compensation; and |
| • | approved holding the say-on-pay vote annually in the future. |
| 1. | Vote on the election of directors: |
| For | Against | Abstain | Broker non-votes |
|||||||||||||
| Randall C. Benson |
62,110,741 | 320,310 | 7,547,176 | 4,475,328 | ||||||||||||
| Jennifer C. Dolan |
62,168,661 | 262,656 | 7,546,910 | 4,475,328 | ||||||||||||
| Richard D. Falconer |
62,230,236 | 201,284 | 7,546,707 | 4,475,328 | ||||||||||||
| Richard Garneau |
62,136,680 | 298,748 | 7,542,799 | 4,475,328 | ||||||||||||
| Jeffrey A. Hearn |
62,185,084 | 248,502 | 7,544,641 | 4,475,328 | ||||||||||||
| Bradley P. Martin |
61,742,415 | 691,145 | 7,544,667 | 4,475,328 | ||||||||||||
| Alain Rhéaume |
62,112,501 | 320,920 | 7,544,806 | 4,475,328 | ||||||||||||
| Michael S. Rousseau |
60,638,050 | 1,795,148 | 7,545,029 | 4,475,328 | ||||||||||||
| 2. | Vote on the ratification of the appointment of PricewaterhouseCoopers LLP: |
| For |
71,121,858 | |||
| Against |
305,612 | |||
| Abstain |
3,026,085 | |||
| Broker non-votes |
0 |
| 3. | Advisory vote to approve executive compensation: |
| For |
53,733,705 | |||
| Against |
13,093,258 | |||
| Abstain |
3,151,264 | |||
| Broker non-votes |
4,475,328 |
| 4. | Advisory vote on the frequency of holding the say-on-pay vote in the future: |
| Annually |
62,922,581 | |||
| Every 2 years |
161,040 | |||
| Every 3 years |
3,862,952 | |||
| Abstain |
3,031,654 | |||
| Broker non-votes |
4,475,328 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Resolute Forest Products Inc. | ||||||
| Date: May 30, 2017 | By: | /s/ Jacques P. Vachon | ||||
| Name: Jacques P. Vachon | ||||||
| Title: Senior Vice President and Chief Legal Officer | ||||||