Weyerhaeuser (NYSE: WY) revises deferred pay plan and confirms KPMG
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Weyerhaeuser Company amended and restated its 2023 Deferred Compensation Plan, allowing designated employees, including executive officers, to defer between 10–50% of base salary and 10–100% of cash incentive awards into interest-bearing cash accounts or stock-equivalent accounts. The primary change removes the annual Compensation Committee premium previously credited on stock-equivalent deferrals. The revised plan will govern deferrals and distributions on amounts earned in 2027 and later years.
The company also reported results from its May 15, 2026 annual meeting, where shareholders elected 11 directors, approved on an advisory basis the 2026 executive compensation, and ratified KPMG LLP as independent auditors. The next annual meeting is scheduled for May 14, 2027.
Positive
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Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares entitled to vote: 721,042,609 shares
Shares represented at meeting: 661,779,414 shares
Say-on-pay votes for: 571,085,106 shares
+4 more
7 metrics
Shares entitled to vote
721,042,609 shares
Common stock entitled to vote at May 15, 2026 annual meeting
Shares represented at meeting
661,779,414 shares
Shares present in person or by proxy at annual meeting
Say-on-pay votes for
571,085,106 shares
Advisory approval of 2026 named executive officer compensation
Say-on-pay votes against
31,062,169 shares
Advisory vote opposing 2026 executive compensation
Auditor ratification votes for KPMG
627,597,889 shares
Ratification of KPMG LLP as independent auditors for 2026
Deferred base salary range
10–50% of base salary
Employee deferral limits under amended deferred compensation plan
Deferred incentive award range
10–100% of cash incentives
Cash incentive deferral limits under amended plan
Key Terms
Deferred Compensation Plan, stock equivalents, Broker Non-Votes, independent auditors, +2 more
6 terms
Deferred Compensation Plan financial
"Weyerhaeuser Company 2023 Deferred Compensation Plan. Pursuant to the plan, designated employee participants..."
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
stock equivalents financial
"cash incentive awards into either an interest-bearing cash account or an account denominated in stock equivalents."
Broker Non-Votes financial
"Votes For | Votes Against | Votes to Abstain | Broker Non-Votes 571,085,106 | 31,062,169 | 4,074,478 | 55,557,661"
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.
independent auditors financial
"the vote to ratify the appointment of KPMG as Weyerhaeuser’s independent auditors."
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
Regulation 14A regulatory
"Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended..."
Regulation 14A is a U.S. securities rule that governs how companies prepare, disclose and distribute proxy materials when asking shareholders to vote on matters like board elections, mergers or executive pay. Think of it as a rulebook and checklist that forces clear, timely information and limits misleading persuasion so investors can make informed voting choices; those votes can change who runs a company and influence its strategy and value.
proxy financial
"There were 721,042,609 shares of common stock entitled to be voted at the meeting, of which 661,779,414 were represented in person or by proxy."
A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.
FAQ
What changes did Weyerhaeuser (WY) make to its Deferred Compensation Plan?
Weyerhaeuser amended and restated its 2023 Deferred Compensation Plan, mainly to remove the premium formerly credited on stock-equivalent deferrals. Designated employees can still defer portions of salary and cash incentives into interest-bearing or stock-equivalent accounts under the updated 2026 plan.
How much compensation can Weyerhaeuser (WY) executives defer under the plan?
Designated employees, including executive officers, may defer 10–50% of base salary and 10–100% of cash incentive awards. Deferrals can go into interest-bearing cash accounts, and incentive awards can alternatively be directed into accounts denominated in stock equivalents for future payment.
What were the quorum details for Weyerhaeuser (WY)’s 2026 annual meeting?
At the May 15, 2026 annual meeting, 721,042,609 shares were entitled to vote, and 661,779,414 shares were represented in person or by proxy. These figures indicate substantial shareholder participation in electing directors and voting on compensation and auditor ratification proposals.
Who is Weyerhaeuser (WY)’s independent auditor for fiscal year 2026?
Shareholders ratified KPMG LLP as Weyerhaeuser’s independent auditors for fiscal 2026. The ratification received 627,597,889 votes for, 33,482,606 against, and 698,919 abstentions, with no broker non-votes, confirming continued engagement of KPMG for audit services that year.