SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 21, 2005
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(Date of earliest event report)
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)
Washington 1-4825 91-0470860
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
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:
----- 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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
SIGNATURES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As of the Board of Directors' Meeting of April 21, 2005 the Board had approved
the following compensation for Directors.
Each non-employee director receives for service as a director an annual fee of
$110,000. Members of the Audit Committee receive an additional annual fee of
$5,000. The chairmen of each of the Audit, Corporate Governance, Finance and
Compensation Committees receive an additional annual fee of $10,000. The
chairmen of each of the Executive and International Committees receive an
additional annual fee of $5,000. Directors also are reimbursed for travel
expenses in connection with meetings. Compensation is available for extended
travel on Board business at the request of the Board or a Committee of the Board
at the rate of $2,000 per day, including travel days and work days.
The Board of Directors has designated that $55,000 of the $110,000 annual fee
paid to non-employee directors automatically will be placed into a common share
equivalents account under the Fee Deferral Plan for Directors. The value of the
common share equivalents account is measured from time to time by the value of
the Company's common shares and is payable to a director in cash at a time
selected in advance by the director, which must be on or after the director's
termination of service as a director. The share equivalents account is credited
on each dividend payment date for common shares with the number of share
equivalents that are equal in value to the amount of the quarterly dividend on
common shares. The Fee Deferral Plan for Directors provides that non-employee
directors may defer receipt of all or a portion of the remaining fees for
services as a director and elect between interest bearing and common share
equivalent accounts as the investment vehicle for the deferred fees. The Fee
Deferral Plan for Directors is administered by the Compensation Committee.
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.
WEYERHAEUSER COMPANY
By _/s/ Steven J. Hillyard
Its: Vice President and
Chief Accounting Officer
Date: April 21, 2005