Current Report Filing (8-k)
December 21 2017 - 4:29PM
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 Act of 1934
December
19, 2017
Date of
Report (date of earliest event reported)
Deltic
Timber Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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1-12147
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71-0795870
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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210 East Elm
Street, El Dorado, Arkansas
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71730
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code (870) 881-9400
(Not Applicable)
(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 (see General Instruction A.2.below):
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☐
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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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☐
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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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Indicate by check mark whether
the registrant is an emerging growth company as defined in 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. ☐
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Item 5.02.
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On December
19, 2017, in order to mitigate or eliminate certain negative tax consequences under Section 280G of the Internal Revenue Code,
the Executive Compensation Committee (the “Committee”) of the Board of Directors of Deltic Timber Corporation (the
“Company”) authorized the accelerated payment of certain non-equity incentive cash awards, the accelerated vesting
of certain amounts of previously granted time-based restricted shares and performance-based restricted shares, as well as the
accelerated vesting and deemed exercise of certain amounts of previously granted stock options for its named executive officers.
Accordingly,
the Committee authorized the payment of non-equity incentive compensation to the Company’s President & Chief
Executive Officer, John D. Enlow, Sr., and its interim Chief Financial Officer, Byrom L. Walker, at 100 percent of their
respective target levels. The Committee also authorized the accelerated vesting of certain amounts of previously granted
time-based restricted shares and performance-based restricted shares for Messrs. Enlow and Walker as well as for the
Company’s Vice President of Wood Products, Kent L. Streeter, its Vice President of Real Estate, David V. Meghreblian,
and its Vice President and General Counsel, Jim F. Andrews, Jr. The performance-based restricted shares were vested at the
maximum performance level based generally on estimated performance and the terms of the Agreement and Plan of Merger dated as
of October 22, 2017 among Potlatch Corporation, Portland Merger LLC, and the Company. The Committee further
authorized the accelerated vesting, deemed exercise and cash-out of certain amounts of previously granted stock options for
Messrs. Walker, Streeter, Meghreblian, and Andrews.
Details
regarding the number, amount and estimated compensation values of the accelerated non-equity and equity incentive awards (based
on the Company’s closing stock price of $90.94 on December 18, 2017), are listed on Exhibit 99.1, which is incorporated
by reference.
(d) Exhibits
SIGNATURE
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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Deltic Timber Corporation
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By: /s/ Jim F. Andrews, Jr.
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Jim F. Andrews, Jr., Secretary
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Date: December 21,
2017
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