Strong support as West Fraser (NYSE: WFG) investors back board, pay and rights plan

Rhea-AI Filing Summary

West Fraser Timber Co. Ltd. reported that shareholders cast 69,106,612 Common and Class B Common share votes at the annual general and special meeting, representing 88.26% of all outstanding voting shares. This indicates very strong participation.

Shareholders elected all 11 director nominees, with most receiving more than 98% of votes in favour, aside from two directors who received lower but still clear majorities. They also approved fixing the board size at 11 and reappointed PricewaterhouseCoopers LLP as auditor.

The advisory vote on the Company’s approach to executive compensation passed with 86.41% support, and the reconfirmation and continuation of the Shareholder Rights Plan was approved with 87.03% of votes cast in favour, signalling broad backing for the Company’s governance and pay practices.

Key Figures

Votes cast: 69,106,612 shares Say-on-pay support: 86.41% votes for Rights Plan support: 87.03% votes for +2 more

5 metrics

Votes cast 69,106,612 shares Votes cast at April 22, 2026 meeting, 88.26% turnout

Say-on-pay support 86.41% votes for Advisory vote on executive compensation at 2026 meeting

Rights Plan support 87.03% votes for Reconfirmation and continuation of Shareholder Rights Plan

Highest director support 99.96% votes for Support for directors Eric L. Butler and Marian Lawson

Lowest director support 86.40% votes for Support for director Henry H. Ketcham

Key Terms

Say-on-Pay, Shareholder Rights Plan, National Instrument 51-102 Continuous Disclosure Obligations, Common shares and Class B Common shares

4 terms

Say-on-Pay financial

"The resolution on the Company’s approach to executive compensation (Say-on-Pay) ... was also approved"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Shareholder Rights Plan financial

"the reconfirmation and continuation of the Company’s Shareholder Rights Plan ... was also approved"

A shareholder rights plan is a board-approved defense that makes an unsolicited takeover harder by triggering measures—such as issuing extra shares or special rights—if one investor accumulates a large stake without board approval. Think of it as a temporary roadblock that protects existing management and gives the company time to seek better offers. It matters to investors because it can affect share price, takeover chances, and whether a competing buyer can quickly buy control.

National Instrument 51-102 Continuous Disclosure Obligations regulatory

"made in accordance with section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations"

Common shares and Class B Common shares financial

"A total of 69,106,612 Common shares and Class B Common shares were voted"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-39974

WEST FRASER TIMBER CO. LTD.

(Exact name of Registrant, as specified in its charter)

1500 - 885 West Georgia Street

Vancouver, British Columbia

Canada, V6C 3E8

Tel: (604) 895-2700

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐   Form 40-F ☒

EXHIBIT INDEX

Exhibit		Description
99.1		News release dated April 22, 2026 re: West Fraser Announces Voting Results of the Annual Shareholders Meeting.
99.2		Report of Voting Results of Annual Shareholders Meeting held on April 22, 2026.

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, thereunto duly authorized.

Date: April 22, 2026

WEST FRASER TIMBER CO. LTD.

/S/ Chistopher A. Virostek

Christopher A. Virostek

Executive Vice-President and Chief Financial Officer

Exhibit 99.1

For Immediate Release

West Fraser Announces Voting Results of the Annual Shareholders Meeting

VANCOUVER, B.C., April 22, 2026 – West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX and NYSE: WFG) announced the voting results from its Annual General and Special Meeting held on Wednesday, April 22, 2026 in Vancouver, B.C.

Voting Results for the Election of Directors

A total of 69,106,612 Common shares and Class B Common shares were voted at the meeting, representing 88.26% of the votes attached to all outstanding shares. Shareholders voted in favour of all items of business before the meeting, including the election of all director nominees as follows:

Director		Votes For				% of Votes in Favour				Votes Withheld				% of Votes Withheld
Hank Ketcham			57,936,642				86.40				9,119,807				13.60
Doyle N. Beneby			66,543,465				99.23				512,984				0.77
Eric L. Butler			67,031,881				99.96				24,568				0.04
Reid E. Carter			65,657,002				97.91				1,399,447				2.09
John N. Floren			66,323,395				98.91				733,054				1.09
Ellis Ketcham Johnson			66,626,552				99.36				429,897				0.64
Brian G. Kenning			58,403,048				87.10				8,653,401				12.90
Marian Lawson			67,030,026				99.96				26,423				0.04
Sean P. McLaren			66,780,396				99.94				37,518				0.06
Colleen M. McMorrow			67,018,931				99.94				37,518				0.06
Gillian D. Winckler			66,895,719				99.76				160,729				0.24

Voting Results for Other Matters

Shareholders approved the fixing the number of directors at eleven (11) by show of hands.

Shareholders approved the appointment of PricewaterhouseCoopers LLP as auditor of the Company by show of hands.

The resolution on the Company’s approach to executive compensation (Say-on-Pay) as described in the Company’s management information circular dated March 6, 2026 was also approved, with 86.41% of votes cast in favour.

The resolution on the reconfirmation and continuation of the Company’s Shareholder Rights Plan as described in the Company’s management information circular dated March 6, 2026 was also approved, with 87.03% of votes cast in favour.

Detailed voting results for the meeting are available on SEDAR+ (www.sedarplus.ca) and EDGAR (http://www.sec.gov).

About West Fraser

West Fraser is a diversified wood products company with more than 50 facilities in Canada, the United States, the United Kingdom, and Europe, which promotes sustainable forest practices in its operations. The Company produces lumber, engineered wood products (OSB, LVL, MDF, plywood, and particleboard), northern bleached softwood kraft pulp, paper, wood chips, and other residuals. West Fraser’s products are used in home construction, repair and remodelling, industrial applications, papers and tissue. For more information about West Fraser, visit: westfraser.com.

For More Information

Investor Contact

Anil Aggarwala

Director, Treasurer and Investor Relations

Tel. (604) 245-9718

shareholder@westfraser.com

Media Contact

Joyce Wagenaar

Director, Communications

Tel. (604) 817-5539

media@westfraser.com

Page 2 of 2

Exhibit 99.2

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF

WEST FRASER TIMBER CO. LTD.

(“WEST FRASER”)

Wednesday, April 22, 2026 – 11:00 a.m.

Vancouver, British Columbia

Voting Results

This report on the voting results of the annual general and special meeting of shareholders of West Fraser is made in accordance with section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations.

The management of West Fraser recommended that Shareholders vote FOR matters 1, 2, 3, 4 and 5 below:

1. Number of Directors

The number of directors was set at 11 by a show of hands (no ballot).

2. Election of Directors

Each of the 11 nominees listed in the information circular were elected as directors of West Fraser.

Nominee		Votes For				% Votes For				Votes Withheld				% Votes Withheld
Henry H. Ketcham			57,936,642				86.40				9,119,807				13.60
Doyle N. Beneby			66,543,465				99.23				512,984				0.77
Eric L. Butler			67,031,881				99.96				24,568				0.04
Reid E. Carter			65,657,002				97.91				1,399,447				2.09
John N. Floren			66,323,395				98.91				733,054				1.09
Ellis Ketcham Johnson			66,626,552				99.36				429,897				0.64
Brian G. Kenning			58,403,048				87.10				8,653,401				12.90
Marian Lawson			67,030,026				99.96				26,423				0.04
Sean P. McLaren			66,780,396				99.94				37,518				0.06
Colleen M. McMorrow			67,018,931				99.94				37,518				0.06
Gillian D. Winckler			66,895,719				99.76				160,729				0.24

3. Appointment of Auditor

The auditor listed in the information circular was appointed as auditor of West Fraser by a show of hands (no ballot).

4. Advisory Resolution on our Approach to Executive Compensation

West Fraser’s approach to executive compensation was approved (on an advisory basis) as described in the information circular.

Votes For		% Votes For				Votes Against				% Votes Against
57,944,763			86.41				9,111,681				13.59

5. Resolution to Reconfirm and Continue the Shareholders Rights Plan

West Fraser’s reconfirmation and continuation of the Shareholder Rights Plan was approved as described in the information circular.

Votes For		% Votes For				Votes Against				% Votes Against
58,355,887			87.03				8,700,561				12.97

-2-

FAQ

What were the overall voting results at West Fraser (WFG)’s 2026 shareholder meeting?

Shareholders supported all items of business at West Fraser’s 2026 annual general and special meeting. A total of 69,106,612 Common and Class B Common share votes were cast, representing 88.26% of votes attached to all outstanding shares, indicating high participation and broad agreement.

How did West Fraser (WFG) shareholders vote on director elections in 2026?

All 11 director nominees were elected at West Fraser’s 2026 meeting. Most directors received more than 98% of votes in favour. Even the lowest-supported nominees, Henry H. Ketcham and Brian G. Kenning, were elected with 86.40% and 87.10% support respectively, showing solid backing overall.

What was the shareholder support for West Fraser (WFG)’s executive compensation in 2026?

Shareholders approved West Fraser’s advisory resolution on executive compensation in 2026. The say-on-pay vote received 57,944,763 votes for, representing 86.41% of votes cast, while 9,111,681 votes, or 13.59%, were against, indicating strong but not unanimous support for the compensation approach.

Did West Fraser (WFG) shareholders approve the Shareholder Rights Plan in 2026?

Yes. West Fraser’s reconfirmation and continuation of its Shareholder Rights Plan was approved. The resolution received 58,355,887 votes for, equal to 87.03% support, and 8,700,561 votes against, or 12.97%, suggesting clear majority backing for maintaining this protective governance mechanism.

What auditor did West Fraser (WFG) shareholders appoint at the 2026 meeting?

Shareholders approved the appointment of PricewaterhouseCoopers LLP as West Fraser’s auditor at the 2026 annual general and special meeting. The appointment was confirmed by a show of hands, with no ballot required, aligning with the recommendations outlined in the company’s management information circular.

How many directors did West Fraser (WFG) shareholders approve for the board in 2026?

Shareholders approved setting the number of West Fraser directors at eleven in 2026. This decision was made by a show of hands rather than a ballot, and all 11 nominees listed in the management information circular were subsequently elected to serve on the company’s board of directors.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 18.0 KB
• EX-99.2 EX-99.2 20.1 KB