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Sylvamo (NYSE: SLVM) investors approve board, auditor and executive pay

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sylvamo Corporation reported the results of its annual shareholder meeting, where all proposals received shareholder support. Stockholders elected seven directors, with support for individual nominees generally around 29–31 million votes, and John V. Sims receiving 30,802,802 votes in favor.

Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 33,393,461 votes for. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 30,295,547 votes in favor.

Positive

  • None.

Negative

  • None.
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.
Votes for auditor ratification 33,393,461 votes For ratifying Deloitte & Touche LLP as 2026 auditor
Votes for say-on-pay 30,295,547 votes For non-binding advisory approval of NEO compensation
Votes for John V. Sims 30,802,802 votes Director election, votes cast for nominee
Highest votes against a director 2,264,368 votes Against director nominee David Petratis
Broker non-votes on director items 2,604,981 votes Broker non-votes for each director election proposal
Votes against say-on-pay 505,911 votes Against advisory approval of NEO compensation
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche 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
"Abstain | | | Broker Non-Votes | ------------------------------------------------------------------------------"
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.
non-binding advisory basis financial
"approved the compensation of the Company’s NEOs on a non-binding advisory basis"
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.
named executive officers financial
"the compensation of the Company’s named executive officers (“NEOs”)"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
emerging growth company regulatory
"Emerging growth company    Proposal 1 – Elect seven director nominees"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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): May 15, 2026

 

 

SYLVAMO CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40718   86-2596371

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

6077 Primacy Parkway, Memphis, Tennessee   38119
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (901) 519-8000

 

 

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):

 

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, $1 per share par value   SLVM   New York Stock Exchange
Preferred Stock Purchase Rights     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 (§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.

 

  (a)

The Company held its annual meeting of stockholders on May 15, 2026.

 

  (b)

Of the 39,735,377 shares outstanding on the record date and entitled to vote at the meeting, 33,470,136 shares were present at the meeting in person or by proxy, constituting a quorum of eighty four percent (84%). The stockholders of the Company’s common stock considered and voted at the meeting upon the three Company proposals listed below. This report discloses the final voting results for the meeting.

Proposal 1 – Elect seven director nominees to the Company’s board of directors

The Company’s stockholders elected each of the individuals listed below as directors to serve until the next annual meeting of the Company and until their successors have been duly elected and qualified, or their earlier resignation.

 

Directors

   For      Against      Abstain      Broker
Non-Votes
 

Christine S. Breves

     28,940,835        1,905,290        19,030        2,604,981  

Lizanne M. Bruce

     28,704,208        2,136,772        24,175        2,604,981  

Jeanmarie Desmond

     28,808,217        2,032,781        24,157        2,604,981  

Joia M. Johnson

     28,770,071        2,070,475        24,609        2,604,981  

David Petratis

     28,580,500        2,264,368        20,287        2,604,981  

John V. Sims

     30,802,802        39,662        22,690        2,604,981  

James P. Zallie

     28,934,536        1,910,477        20,142        2,604,981  

Proposal 2 – Ratify the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

33,393,461   46,335   30,340   — 

Proposal 3 – Approve on a non-binding advisory basis the compensation of the Company’s named executive officers (“NEOs”)

The Company’s stockholders approved the compensation of the Company’s NEOs on a non-binding advisory basis.

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

30,295,547   505,911   63,696   2,604,981

 

2


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.

 

Date: May 18, 2026

    Sylvamo Corporation
    By:  

/s/ Matthew L. Barron

    Name:   Matthew L. Barron
    Title:   Senior Vice President and Chief Administrative and Legal Officer

FAQ

What did Sylvamo (SLVM) shareholders decide at the latest annual meeting?

Sylvamo shareholders approved all items on the agenda. They elected seven directors, ratified Deloitte & Touche LLP as auditor for 2026, and backed executive compensation on a non-binding advisory basis with strong majorities across the proposals.

Were all Sylvamo (SLVM) director nominees elected by shareholders?

Yes, all seven Sylvamo director nominees were elected. Support was strong, with each nominee receiving around 28.6–30.8 million votes for, and relatively low against and abstain totals, along with 2,604,981 broker non-votes recorded for each director item.

How did Sylvamo (SLVM) shareholders vote on the company’s auditor for 2026?

Shareholders ratified Deloitte & Touche LLP as Sylvamo’s independent registered public accounting firm for 2026. The vote was 33,393,461 for, 46,335 against, and 30,340 abstaining, with no broker non-votes reported on this proposal.

Did Sylvamo (SLVM) shareholders approve executive compensation on a say-on-pay basis?

Yes, shareholders approved Sylvamo’s named executive officer compensation on a non-binding advisory basis. The say-on-pay proposal received 30,295,547 votes for, 505,911 against, 63,696 abstentions, and 2,604,981 broker non-votes at the annual meeting.

How strong was support for Sylvamo (SLVM) director John V. Sims?

Support for director John V. Sims was particularly high. He received 30,802,802 votes for, 39,662 votes against, and 22,690 abstentions, along with 2,604,981 broker non-votes, indicating broad shareholder backing compared with other nominees’ tallies.

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