Form 8-K - Current report

Table of Contents

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): November 8, 2024

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)


Washington	1-4825	91-0470860

(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

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:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Common Stock, par value $1.25 per share

    WY

    New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:


☐	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.

Table of Contents

TABLE OF CONTENTS


Item 5.02:	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01:	Financial Statements and Exhibits
	Signatures
EXHIBIT 99.1	Press release issued by Weyerhaeuser Company on November 11, 2024
EXHIBIT 104	Cover page interactive data file (embedded within the inline XBRL document).

Table of Contents

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b), (e) On November 8, 2024, the board of directors of Weyerhaeuser Company (“Weyerhaeuser”) was notified that Russell S. Hagen will retire as Weyerhaeuser’s senior vice president and chief development officer effective December 31, 2024. Paul Hossain, who currently serves as Weyerhaeuser’s vice president of Natural Resources and Climate Solutions, will succeed Mr. Hagen as senior vice president and chief development officer effective January 1, 2025. Mr. Hagen will remain with the company as a strategic advisor during the leadership transition with no changes to his current compensation arrangements; provided that Mr. Hagen will no longer qualify for executive benefits (including executive severance and change of control).

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

 (d) Exhibits.



	Exhibit No.	Description
	99.1	Press release issued by Weyerhaeuser Company on November 11, 2024
	104	Cover page interactive data file (embedded within the inline XBRL document)

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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.


WEYERHAEUSER COMPANY


By:		/s/ Kristy T. Harlan
Name:		Kristy T. Harlan
Its:		Senior Vice President, General Counsel and Corporate Secretary

Date: November 12, 2024

Exhibit 99.1

NEWS RELEASE

Corporate Headquarters • 220 Occidental Avenue South• Seattle, WA 98104

For more information contact:

Weyerhaeuser

Analysts – Andy Taylor, 206-539-3907

Media – Nancy Thompson, 919-861-0342

Weyerhaeuser Appoints Paul Hossain as Senior Vice President and Chief Development Officer
Hossain to replace Russell Hagen, who is retiring at the end of 2024

SEATTLE, Nov. 11, 2024 — Weyerhaeuser Company (NYSE: WY) today announced the appointment of Paul Hossain as senior vice president and chief development officer, effective January 1, 2025. In this role, he will oversee the company’s Real Estate, Energy & Natural Resources segment, including its Natural Climate Solutions business, as well as Business Development and Acquisitions and Divestitures. Hossain currently serves as vice president of Natural Resources and Climate Solutions for the company. He will be taking over for Russell Hagen, who is retiring at the end of 2024 but will serve as a strategic advisor to support the leadership transition.

“Paul brings deep and diverse experience in environmental and natural resource management, real estate and business development, including more than 18 years in our industry,” said Devin Stockfish, president and chief executive officer. “Mostly recently, he has played an instrumental role in building and scaling our Natural Climate Solutions business — including driving significant growth in renewable energy development and carbon capture and sequestration projects on our land — and we look forward to his expertise and strategic vision on the senior management team.”

“This is a tremendous honor and opportunity,” Hossain said. “We have extensive expertise within our Corporate Development organization, from real estate and A&D to business development, conservation, forest carbon and renewable energy. And I’m excited to leverage our unique advantages as a fully integrated forest products company as we work to grow the value of our portfolio and build on our positive climate impact at Weyerhaeuser.”

“I also want to congratulate Russell on his retirement and thank him for his outstanding leadership and contributions to our company,” Stockfish said. “Between his roles as chief financial officer and leading our Corporate Development organization, Russell has significantly elevated our internal capabilities at Weyerhaeuser — particularly around portfolio analytics and climate solutions — and we are grateful for all he has done to grow the business and position us to capitalize on emerging opportunities for our company.”

ABOUT PAUL HOSSAIN
Paul Hossain joined Weyerhaeuser in 2016 through a merger with Plum Creek, and he has more than three decades of experience in management, business development and engineering. At Weyerhaeuser, Hossain has held a series of progressive leadership roles in natural resources, energy, real estate and climate solutions — most recently overseeing the development of energy, minerals, and carbon capture and sequestration projects within the

company’s Corporate Development organization. Hossain is a registered Professional Engineer and a Board-Certified Environmental Engineer, and he serves on the board of the U.S. Endowment for Forestry and Communities. He earned a bachelor of science in civil engineering from Northeastern University, and he also completed executive management programs at the University of Washington and Emory University.

ABOUT WEYERHAEUSER
Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900 and today owns or controls approximately 10.5 million acres of timberlands in the U.S., as well as 14 million acres of timberlands managed under long-term licenses in Canada. Weyerhaeuser has been a global leader in sustainability for more than a century and manages 100 percent of its timberlands on a fully sustainable basis in compliance with internationally recognized sustainable forestry standards. Weyerhaeuser is also one of the largest manufacturers of wood products in North America and operates additional business lines around real estate, climate solutions, energy and natural resources, among others. In 2023, the company generated $7.7 billion in net sales and employed approximately 9,300 people who serve customers worldwide. Operated as a real estate investment trust, Weyerhaeuser’s common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

Document and Entity Information	Nov. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2024
Entity Registrant Name	WEYERHAEUSER CO
Entity Central Index Key	0000106535
Entity Emerging Growth Company	false
Entity File Number	1-4825
Entity Incorporation State Country Code	WA
Entity Tax Identification Number	91-0470860
Entity Address, Address Line One	220 Occidental Avenue South
Entity Address, City Or Town	Seattle
Entity Address, State Or Province	WA
Entity Address, Postal Zip Code	98104-7800
City Area Code	206
Local Phone Number	539-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $1.25 per share
Trading Symbol	WY
Security Exchange Name	NYSE