Current Report Filing (8-k)
May 08 2017 - 11:59AM
Edgar (US Regulatory)
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
May 8, 2017/May 3, 2017
(Date of Report/Date of earliest event reported)
DOMTAR
CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-33164
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20-5901152
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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234 Kingsley Park Drive
Fort Mill, South Carolina
29715
(Address and zip
code of principal executive offices)
(803) 802-7500
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of Domtar Corporation (the Corporation) held on May 3, 2017, the following items were submitted to a
vote of the stockholders of the Corporation:
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1.
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Election of nine Directors to serve for a term of one year that will expire at the Corporations 2018 annual meeting :
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For
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Against
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Abstain
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Non Votes
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GIANNELLA ALVAREZ
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53,305,132
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152,677
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22,736
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2,269,875
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ROBERT E. APPLE
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53,330,580
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128,189
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21,776
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2,269,875
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DAVID J. ILLINGWORTH
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53,320,042
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138,390
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22,113
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2,269,875
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BRIAN M. LEVITT
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53,311,045
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148,196
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21,304
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2,269,875
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DAVID G. MAFFUCCI
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53,333,518
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124,757
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22,270
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2,269,875
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PAMELA B. STROBEL
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52,342,371
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1,117,228
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20,946
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2,269,875
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DENIS TURCOTTE
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52,167,816
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1,290,976
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21,753
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2,269,875
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JOHN D. WILLIAMS
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53,321,620
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138,041
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20,884
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2,269,875
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MARY A. WINSTON
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53,336,299
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123,040
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21,206
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2,269,875
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2.
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The approval, by a non-binding advisory vote, of the compensation paid by the Corporation to its Named Executive Officers;
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For
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Against
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Abstain
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51,175,797
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2,184,666
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120,082
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3.
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The selection, by a non-binding advisory vote, of the frequency at which the stockholders of the Corporation will be asked to approve, by a non-binding advisory vote, the compensation paid by the Corporation to its
Named Executive Officers;
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1 YEAR
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2 YEARS
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3 YEARS
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Abstain
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38,170,755
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47,475
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15,156,895
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105,420
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As shown above, a majority of the votes cast by the stockholders voted, on a non-binding basis, to conduct
future non-binding votes on named executive officer compensation every year, consistent with the previously approved recommendation of the Corporations Board of Directors to its stockholders. Accordingly, the Corporations policy will be
to conduct a non-binding vote on named executive officer compensation every year. In the future, this policy could change based, among other things, on the outcome of the next non-binding vote on the frequency of future non-binding votes on named
executive officer compensation, and such other factors as the Board considers appropriate.
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4.
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The approval of the material terms of the performance goals under the Domtar Corporation Annual Incentive Plan for Members of the Management Committee;
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For
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Against
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Abstain
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52,756,259
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576,718
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147,568
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5.
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The approval of the material terms of the performance goals under the Amended and Restated Domtar Corporation 2007 Omnibus Incentive Plan;
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For
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Against
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Abstain
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52,228,579
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1,105,805
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146,161
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6.
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The approval of equity compensation limit for directors under the Amended and Restated Domtar Corporation 2007 Omnibus Incentive Plan;
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For
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Against
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Abstain
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51,784,483
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1,579,459
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116,603
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7.
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The ratification of the appointment of PricewaterhouseCoopers LLP as the Corporations independent public accounting firm for the 2017 fiscal year.
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For
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Against
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Abstain
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55,417,338
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315,485
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17,597
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3
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.
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DOMTAR CORPORATION
(Registrant)
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By:
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/s/ Razvan L. Theodoru
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Name: Razvan L. Theodoru
Title: Vice-President,
Corporate Law and
Secretary
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Date: May 8, 2017
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