Mercer International (MERC) shareholders back directors, pay and PwC auditor

Rhea-AI Filing Summary

Mercer International Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 1, 2026. Shareholders elected all nine director nominees, with each receiving roughly 44.7 million votes in favor and relatively few votes against or abstentions, plus broker non-votes.

Shareholders also approved, on a non-binding advisory basis, the Company’s executive compensation, with 42,232,601 votes for, 2,708,877 against, 100,174 abstentions, and 6,674,322 broker non-votes. In addition, they ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 51,015,419 votes for, 175,603 against, and 524,952 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for CEO/Chair nominee example: 44,714,550 votes for Broker non-votes directors: 6,674,322 shares Say-on-pay approval votes: 42,232,601 votes for +4 more

7 metrics

Votes for CEO/Chair nominee example 44,714,550 votes for Director election of Juan Carlos Bueno

Broker non-votes directors 6,674,322 shares Broker non-votes on each director election

Say-on-pay approval votes 42,232,601 votes for Advisory vote on executive compensation

Say-on-pay against votes 2,708,877 votes against Advisory vote on executive compensation

Auditor ratification for votes 51,015,419 votes for Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Auditor ratification against votes 175,603 votes against Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Auditor ratification abstentions 524,952 abstentions Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Key Terms

non-binding advisory basis, independent registered public accounting firm, broker non-votes, Definitive Proxy Statement on Schedule 14A

4 terms

non-binding advisory basis regulatory

"approve, on a non-binding advisory basis, the Company’s executive compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm regulatory

"ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Broker Non-Votes 42,232,601 | | 2,708,877 | | 100,174 | | 6,674,322"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Definitive Proxy Statement on Schedule 14A regulatory

"described in more detail in the Company’s 2026 Definitive Proxy Statement on Schedule 14A"

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Understanding 8-K Material Events →

false 0001333274 0001333274 2026-06-01 2026-06-01

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): June 1, 2026

MERCER INTERNATIONAL INC.

(Exact name of Registrant as Specified in Its Charter)

Washington		000-51826		47-0956945
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (604) 684-1099

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 Instructions A.2. below):

☐ 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 $1.00 per share		MERC		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 5.07 Submission of Matters to a Vote of Security Holders.

Mercer International Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on June 1, 2026. At this meeting, shareholders were requested to (1) elect a board of directors; (2) approve, on a non-binding advisory basis, the Company’s executive compensation; and (3) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, all of which were described in more detail in the Company’s 2026 Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 21, 2026. The results of voting on the matters submitted to the Company’s shareholders are as follows:

Proposal 1: Election of Directors.

All of the nine nominees for the Company’s board of directors were elected, and the voting results are set forth below:

		For		Against		Abstentions		Broker Non-Votes
Juan Carlos Bueno		44,714,550		268,081		59,021		6,674,322
William D. McCartney		44,739,177		232,435		70,040		6,674,322
James Shepherd		44,752,469		243,557		45,626		6,674,322
Linda J. Welty		44,763,981		234,704		42,967		6,674,322
Rainer Rettig		44,718,716		277,212		45,724		6,674,322
Alice Laberge		44,761,485		234,688		45,479		6,674,322
Janine North		44,724,623		271,562		45,467		6,674,322
Thomas Kevin Corrick		44,779,753		216,328		45,571		6,674,322
Markwart von Pentz		44,781,076		213,460		47,116		6,674,322

Proposal 2: Advisory Vote on Executive Compensation.

The non-binding resolution approving the Company’s executive compensation was approved, and the voting results are set forth below:

For		Against		Abstentions		Broker Non-Votes
42,232,601		2,708,877		100,174		6,674,322

Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm.

The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026 was ratified, and the voting results are set forth below:

For		Against		Abstentions		Broker Non-Votes
51,015,419		175,603		524,952		0

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.

		MERCER INTERNATIONAL INC.
By:		/s/ Richard Short
		Richard Short
		Chief Financial Officer

Date: June 1, 2026

FAQ

What did Mercer International Inc. (MERC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing nine directors, approving executive compensation on a non-binding advisory basis, and ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026. All three proposals received shareholder approval based on the reported vote counts.

Were all Mercer International (MERC) director nominees elected in 2026?

Yes, all nine director nominees were elected. Each candidate received about 44.7 million votes in favor, relatively few votes against or abstentions, and 6,674,322 broker non-votes. This indicates broad shareholder support for the company’s existing board slate at the 2026 Annual Meeting.

How did Mercer International (MERC) shareholders vote on executive compensation in 2026?

Shareholders approved Mercer’s executive compensation in an advisory vote, with 42,232,601 votes for, 2,708,877 against, 100,174 abstentions, and 6,674,322 broker non-votes. Although non-binding, this outcome shows overall support for the company’s pay practices disclosed to shareholders.

Did Mercer International (MERC) shareholders ratify PricewaterhouseCoopers for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Mercer International’s independent registered public accounting firm for fiscal 2026. The vote totaled 51,015,419 for, 175,603 against, and 524,952 abstentions, with no broker non-votes reported, indicating strong approval of the auditor selection.

What are broker non-votes in Mercer International’s (MERC) 2026 meeting results?

Broker non-votes are shares held in street name where brokers did not receive voting instructions on certain proposals. Mercer reported 6,674,322 broker non-votes on the director elections and executive compensation items, but none on the auditor ratification, where brokers generally may vote at their discretion.

When was Mercer International’s (MERC) 2026 Definitive Proxy Statement filed?

The 2026 Definitive Proxy Statement on Schedule 14A, which described the proposals in more detail, was dated April 21, 2026. That proxy provided background on the director nominees, executive compensation programs, and the proposed ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm.

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
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