Shareholder Vote

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 12, 2023     WEYERHAEUSER CO MPANY (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 O F CONTENTS   Item 5.07: Submission of Matters to a Vote of Security Holders   Signatures EXHIBIT 104 Cover page interactive data file (embedded within the inline XBRL document).     Table of Contents   Section 5 – Corporate Governance and Management Item 5.07. Submission o f Matters to a Vote of Security Holders   The Weyerhaeuser Company (the "Company") Annual Meeting of Shareholders was held on May 12, 2023. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, to vote on the following four items of business:   Proposal 1 . Shareholders re-elected the following director nominees to the board of directors for one-year terms of service to expire at the 2024 Annual Meeting of Shareholders: Mark A. Emmert, Rick R. Holley, Sara Grootwassink Lewis, Deidra C. Merriwether, Al Monaco, Nicole W. Piasecki, Lawrence A. Selzer, Devin W. Stockfish, and Kim Williams. The final vote results were as follows:   Nominee Votes For Votes Against Votes to Abstain Broker Non-Votes Mark A. Emmert 573,427,190 26,127,314 2,106,420 55,423,569 Rick R. Holley 570,422,801 29,021,290 2,216,833 55,423,569 Sara Grootwassink Lewis 583,534,599 16,097,707 2,028,618 55,423,569 Deidra C. Merriwether 584,690,613 14,924,424 2,045,887 55,423,569 Al Monaco 592,672,786 6,886,551 2,101,587 55,423,569 Nicole W. Piasecki 553,688,500 45,928,643 2,043,781 55,423,569 Lawrence A. Selzer 586,234,642 13,334,567 2,091,715 55,423,569 Devin W. Stockfish 591,546,329 8,051,739 2,062,856 55,423,569 Kim Williams 564,115,607 35,512,070 2,033,247 55,423,569     Proposal 2 . Shareholders approved, on an advisory and non-binding basis, the compensation of the Company's named executive officers as disclosed in the Company's definitive proxy materials. The final vote results were as follows:   Votes For Votes Against Votes to Abstain Broker Non-Votes 567 , 352 , 084 31 , 180 , 696 3 , 128 , 144 55,423,569     Proposal 3 . Shareholders approved, on an advisory and non-binding basis, holding future advisory votes on the compensation of the Company’s named executive officers every year. The final vote results were as follows:   1 Year 2 Years 3 Years Abstain Broker Non-Votes 593 , 434 , 494 807 ,1 02 4 , 851 , 554 2 , 567 , 774 55,423,569     Proposal 4 . Shareholders ratified, on an advisory and non-binding basis, the selection and appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023. The final vote results were as follows:   Votes For Votes Against Votes to Abstain Broker Non-Votes 621 , 438 , 144 34 , 773 , 375 872 , 974 0     The Company’s next annual meeting of shareholders is scheduled for May 10, 2024.   Table of Contents   SIGNA TURES 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: May 15, 2023