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 earliest event report)
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)
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| Washington
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1-4825
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91-0470860 |
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(State or other
jurisdiction of
incorporation or
organization)
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(Commission
File Number)
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(IRS Employer
Identification
Number) |
Federal Way, Washington 98063-9777
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including area code:
(253) 924-2345
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:
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 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On October 18, 2007, the Company’s Board of Directors amended the Company’s Bylaws to add new
majority voting procedures for all uncontested elections of the Company’s directors. Amended
Article III provides that in an uncontested election of the Company’s Directors, any nominee who
does not receive a majority of the shares cast may remain in office only until the director’s
resignation is accepted by the Board of Directors or the date a person is selected by the Board of
Directors to fill the office held by such Director, or the maximum hold-over term of office under
the statute. In an uncontested election, a vote of the “majority of shares cast” means that the
number of shares voted “for” a director exceeds the number of votes “against” that Director.
Amended Article III also clarifies the background information to be provided by a shareholder who
intends to nominate one or more persons for election as a Director and to be provided about the
nominee, as well as eligibility requirements for any nominee for election as Director of the
Company. In addition, amended Article XIII provides that the section of the Bylaws relating to
majority election of Directors may be amended only by the affirmative vote of a majority of the
shares represented and entitled to vote at a meeting of shareholders or by an amendment to the
Company’s Articles of Incorporation establishing majority requirements for the election of
directors.
ITEM 8.01. OTHER EVENTS
On October 18, 2007, in connection with the Bylaw amendment adding new majority voting
procedures for all uncontested elections of the Company's directors as described in Item 5.03
above, the Board of Directors amended the Company's Corporate Governance Guidelines to provide that
each incumbent director who is standing for reelection must submit an irrevocable letter of
resignation that would be effective if the director does not receive a majority of the votes cast
in an uncontested election. The amended Corporate Governance Guidelines can be found at
http://www.weyerhaeuser.com under the “Investors” tab at the top of the page and then under the
“Governance” link.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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Articles III and XIII of the Company’s Bylaws, as amended on October 18, 2007 |