Washington | 1-4825 | 91-0470860 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
¬ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |
Financial Statements and Exhibits | ||
Exhibit 10.1 | ||
Exhibit 10.2 | ||
Exhibit 10.3 |
1. | Rather than automatically deferring a portion of the annual fee into phantom shares, that amount of money will be in the form of a grant of restricted stock units that vest after one year and the remainder will be in cash. Some or all of either the restricted stock units or cash can be deferred. If they are deferred, the restricted stock units will become phantom shares, settled in common stock after termination of Board service. The cash fees can be deferred into either an interest-bearing account or the phantom share account. Amounts deferred into the interest-bearing account are settled in cash. Amounts deferred into the phantom share account are settled in common stock. |
2. | A stock ownership guideline for Directors was established. Directors must own Weyerhaeuser Company stock valued at five times their annual cash compensation. Until a Director satisfies that ownership requirement, the Director may sell the number of restricted stock units that have vested equal to the value of the taxes due on the shares, but must hold 100% of the net shares. Restricted stock units that have been deferred into phantom shares count against the ownership requirement. |
(d) | The following items are filed as exhibits to this report. | ||
10.1 | Weyerhaeuser Company Director Compensation program | ||
10.2 | Amendment to Fee Deferral Plan for Directors of Weyerhaeuser Company (Amended and Restated Effective December 31, 2010) | ||
10.3 | 2011 Fee Deferral Plan for Directors of Weyerhaeuser Company (Amended and Restated Effective January 1, 2012) |
WEYERHAEUSER COMPANY | |||
By | /s/ Jerald W. Richards | ||
Its: | Chief Accounting Officer |