Unassociated Document
 
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



February 18, 2009
(Date of earliest event report)



WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)

Washington
1-4825
91-0470860
(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:
 
r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
TABLE OF CONTENTS

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
   
Item 9.01. Financial Statements and Exhibits
 
SIGNATURES  
   
EXHIBIT 10.1  
 
 

 
 
 




SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549

 
ITEM 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
 
Effective February 18, 2009, The Compensation Committee of the Company’s Board of Directors approved one-time grants of options to purchase Company common stock for retention purposes to four of the Company’s executive officers who are “named executive officers” for purposes of the Company’s proxy statement for the 2009 Annual Shareholders’ Meeting.  The four officers who received the retention grants are: Daniel S. Fulton, Patricia M. Bedient, Thomas F. Gideon and Srinivasan Chandrasekaran.  The retention grants, which were made under the Company’s Long Term Incentive Plan, were previously reported on Form 4 reports of changes in beneficial ownership filed with the Securities and Exchange Commission.
 
The stock options vest only after four years of continuous service and 100% of the grant will vest on the fourth anniversary of the date of the grant.  Unvested grants are forfeited upon termination of employment.
 
The named executive officers received the following grants:
 
Daniel S. Fulton
     125,000  
Patricia M. Bedient
     47,600  
Thomas F. Gideon
     66,000  
Srinivasan Chandrasekaran
     26,000  

 
The terms of the stock options are set out in the attached exhibit.
 
ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits
 
10.1           Weyerhaeuser Company 2004 Long-Term Incentive Plan Stock Option Terms and Conditions
 
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/ Jeanne Hillman
 
Its:
Vice President and
 
Chief Accounting Officer
Date:  February 23, 2009