Current Report Filing (8-k)
January 31 2023 - 4:32PM
Edgar (US Regulatory)
false000173284500017328452023-01-272023-01-27
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): January 27, 2023
WestRock Company
(Exact name of registrant as specified in its charter)
Delaware
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001-38736
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37-1880617
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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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1000 Abernathy Road, Atlanta, Georgia
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30328
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(Address of principal executive offices)
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(Zip Code)
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(770) 448-2193
(Registrant’s telephone number, including area code)
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:
☐
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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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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:
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, par value $0.01 per share
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WRK
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New York 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. Submission of Matters to a Vote of Security Holders.
WestRock Company, a Delaware corporation (the “Company”), held its annual meeting of stockholders on January 27, 2023, at which the Company’s stockholders voted
on four proposals. A brief description of the proposals and the final voting results for each proposal follow:
1.
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The Company’s stockholders elected all 12 director nominees, each to serve as a member of the Company’s Board of Directors (the “Board”) until the
Company’s next annual meeting of stockholders and the election and qualification of his or her successor.
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For
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Against
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Abstain
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Broker
Non-Vote
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Colleen F. Arnold
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194,052,721
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5,983,705
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159,430
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20,528,232
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Timothy J. Bernlohr
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191,464,337
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8,565,503
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166,016
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20,528,232
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J. Powell Brown
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193,922,703
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6,098,899
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174,254
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20,528,232
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Terrell K. Crews
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196,308,487
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3,715,856
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171,513
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20,528,232
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Russell M. Currey
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197,485,449
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2,542,153
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168,254
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20,528,232
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Suzan F. Harrison
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196,144,388
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3,889,672
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161,796
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20,528,232
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Gracia C. Martore
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197,097,104
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2,932,383
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166,369
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20,528,232
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James E. Nevels
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191,695,191
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8,334,749
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165,916
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20,528,232
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E. Jean Savage
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196,462,176
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3,573,468
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160,212
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20,528,232
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David B. Sewell
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197,470,725
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2,557,600
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167,531
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20,528,232
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Dmitri L. Stockton
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197,853,371
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2,172,880
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169,605
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20,528,232
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Alan D. Wilson
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192,036,175
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7,990,402
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169,279
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20,528,232
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2. |
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The Company’s stockholders approved the advisory vote on executive compensation (the “Say-on-Pay Vote”).
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For
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Against
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Abstain
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Broker
Non-Vote
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179,159,497
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20,754,017
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282,342
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20,528,232
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3.
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The Company’s stockholders voted for future Say-on-Pay Votes to occur every year.
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One Year
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Two Years
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Three Years
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Abstain
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Broker
Non-Vote
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195,404,820
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219,378
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4,220,140
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351,518
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20,528,232
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In accordance with its previous recommendation and the voting results on this advisory proposal, the Board has determined that the Company will hold a Say-On-Pay Vote every year until at least the next required stockholder vote on the frequency of
the Say-on-Pay Vote.
4.
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The Company’s stockholders ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for
fiscal 2023.
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For
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Against
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Abstain
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211,294,337
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9,022,764
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406,987
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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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WESTROCK COMPANY
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(Registrant)
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Date: January 31, 2023
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By:
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/s/ Denise R. Singleton |
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Denise R. Singleton
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Executive Vice President, General Counsel and
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Secretary
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