Current Report Filing (8-k)
May 29 2019 - 4:17PM
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
Date of Report (Date of earliest event reported): May 24, 2019
RESOLUTE FOREST PRODUCTS INC.
(Exact name of registrant as Specified in its charter)
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Delaware
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001-33776
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98-0526415
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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Resolute Forest Products Inc.
111 Robert-Bourassa Blvd., Suite 5000
Montreal, Quebec, Canada H3C 2M1
(Address, including zip code, of principal executive offices)
Registrants telephone number, including area code: (514)
875-2160
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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☐
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Soliciting material pursuant to
Rule 14a-12 under
the
Exchange Act (17
CFR 240.14a-12)
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☐
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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(Title of class)
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(Trading
Symbol)
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(Name of exchange
on which registered)
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Common Stock, par value $0.001 per share
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RFP
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New York Stock Exchange
Toronto Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or
Rule 12b-2 of
the Securities Exchange Act of
1934 (§240.12b-2 of
this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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(a) Resolute Forest Products Inc. held its annual meeting of stockholders on May 24, 2019.
(b) The stockholders:
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elected each of the nine director nominees listed below to hold office until the 2020 annual meeting of
stockholders, or until his or her successor has been elected and qualified;
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ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the
2019 fiscal year;
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adopted a
non-binding
resolution approving executive compensation; and
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approved the companys 2019 Equity Incentive Plan and its material terms.
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1. Vote on the election of directors:
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For
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Against
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Abstain
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Broker
non-votes
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Randall C. Benson
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74,633,619
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1,213,011
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5,057,353
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3,063,591
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Suzanne Blanchet
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75,096,530
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748,236
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5,059,217
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3,063,591
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Jennifer C. Dolan
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74,724,118
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1,121,343
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5,058,522
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3,063,591
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Richard D. Falconer
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74,541,226
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1,305,351
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5,057,406
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3,063,591
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Jeffrey A. Hearn
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74,843,072
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1,004,053
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5,056,858
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3,063,591
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Yves Laflamme
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74,975,147
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871,613
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5,057,223
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3,063,591
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Bradley P. Martin
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73,756,299
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2,090,278
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5,057,406
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3,063,591
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Alain Rhéaume
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74,549,140
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1,296,708
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5,058,135
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3,063,591
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Michael S. Rousseau
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74,545,508
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1,295,430
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5,063,045
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3,063,591
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2. Vote on the ratification of the appointment of PricewaterhouseCoopers LLP:
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For
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83,667,344
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Against
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289,127
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Abstain
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11,106
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Broker
non-votes
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0
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3. Advisory vote to approve executive compensation:
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For
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73,515,341
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Against
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7,329,871
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Abstain
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58,771
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Broker
non-votes
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3,063,591
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4. Approval of the companys 2019 Equity Incentive Plan and its material terms:
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For
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74,927,512
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Against
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5,963,197
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Abstain
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13,274
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Broker
non-votes
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3,063,591
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Resolute Forest Products Inc.
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Date: May 29, 2019
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By:
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/s/ Jacques P. Vachon
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Name: Jacques P. Vachon
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Title: Senior Vice President and
Chief Legal Officer
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