false000133874900013387492023-08-292023-08-29
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
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Date of Report (Date of earliest event reported): August 29, 2023 |
POTLATCHDELTIC CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
1-32729 |
82-0156045 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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601 West First Avenue, Suite 1600 |
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Spokane, Washington |
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99201 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 509 835-1500 |
(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:
☐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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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Common Stock ($1 par value) |
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PCH |
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Nasdaq Global Select Market |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2023, the Board of Directors of the Company appointed Wayne Wasechek, the Company’s Interim Vice President, Chief Financial Officer and Chief Accounting Officer, as the Company’s Vice President and Chief Financial Officer, effective August 29, 2023. Mr. Wasechek will continue to serve as the Company’s Chief Accounting Officer.
Mr. Wasechek, age 53, has served as Interim Vice President, Chief Financial Officer and Chief Accounting Officer since April 2023 and as Controller and Principal Accounting Officer since November 2018. He previously served as Vice President and Assistant Controller of Vail Resorts, Inc. (NYSE: MTN) from 2011 to 2018 and as Senior Director of Financial Reporting of Vail Resorts from 2006 to 2011.
There is no arrangement or understanding between Mr. Wasechek and any other person pursuant to which Mr. Wasechek was selected as the Company’s Vice President and Chief Financial Officer. Mr. Wasechek has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Wasechek is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Wasechek’s appointment as Vice President and Chief Financial Officer, effective August 29, 2023, (i) his annual base salary will increase from $270,000 to $405,000; (ii) he will no longer receive a monthly salary stipend of $11,250 for service in his interim role; (iii) his annual incentive target for 2023 will increase from 40% of base salary ($108,000) to 65% of base salary ($263,2500) for the full 2023 performance period; (iv) his long-term incentive target will increase from 65% of base salary ($175,500) to 110% of base salary ($445,500); and (v) he will no longer be eligible for a discretionary bonus for service in his interim role. In addition, Mr. Wasechek will remain eligible to participate in the Company’s existing executive benefit programs, including the Company’s Severance Program for Executive Employees (as described in the Company’s most recent proxy statement).
Item 7.01 Regulation FD Disclosure.
On August 29, 2023, the Company issued a press release announcing the officer appointment described above. A copy of the press release is furnished herewith as Exhibit 99.1
The information in Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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PotlatchDeltic Corporation |
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Date: |
August 29, 2023 |
By: |
/s/ Michele L. Tyler |
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Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
News Release
For immediate release:
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Contact: |
(Investors) |
(Media) |
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Wayne Wasechek |
Anna Torma |
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509.835.1521 |
509.835.1558 |
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PotlatchDeltic Appoints Wayne Wasechek as Chief Financial Officer
SPOKANE, Wash., August 29, 2023 (BUSINESS WIRE) – PotlatchDeltic Corporation (Nasdaq: PCH) today announced the appointment of Wayne Wasechek as Vice President, Chief Financial Officer, effective immediately. Wasechek has served as Interim Vice President, Chief Financial Officer and Chief Accounting Officer, since April 19, 2023.
“Following a robust search process supported by an external firm, I have great confidence that Wayne is the right person for this role,” said Eric Cremers, President and Chief Executive Officer. “He brings deep financial expertise, a comprehensive understanding of our industry and of our business, and I am certain that with his leadership, we will build on our strong track record.”
“I am honored to have the opportunity to lead PotlatchDeltic’s finance organization,” said Wayne Wasechek, Vice President and Chief Financial Officer. “I look forward to partnering with our talented team to drive value for all of our stakeholders and contribute to the Company’s ongoing success.”
Previously, Wasechek served as PotlatchDeltic’s Controller and Principal Accounting Officer since 2018, where he led the accounting and treasury functions. He previously served as Vice President and Assistant Controller of Vail Resorts, Inc. (NYSE:MTN) from 2011 to 2018 and as Senior Director of Financial Reporting of Vail Resorts from 2006 to 2011. Wasechek, a certified public accountant, began his career with PwC (PricewaterhouseCoopers) and holds a degree in business administration with an emphasis in accounting from the University of Colorado, Boulder.
About PotlatchDeltic
PotlatchDeltic (Nasdaq: PCH) is a leading Real Estate Investment Trust (REIT) that owns nearly 2.2 million acres of timberlands in Alabama, Arkansas, Georgia, Idaho, Louisiana. Mississippi and South Carolina. Through its taxable REIT subsidiary, the company also operates six sawmills, an industrial-grade plywood mill, a residential and commercial real estate development business and a rural timberland sales program. PotlatchDeltic, a leader in sustainable forest management, is committed to environmental and social responsibility and to responsible governance. More information can be found at www.potlatchdeltic.com.
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