Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d)The board of directors of Weyerhaeuser Company (the "Company") has appointed
Deidra "Dee" C. Merriwether to serve as a new director of the Company effective
November 12, 2020, replacing a board member retiring in 2021. Ms. Merriwether
has not yet been named to a board committee. In connection with her appointment,
the number of directors constituting the board of directors of the Company was
increased from eleven to twelve.
Ms. Merriwether is the senior vice president of North American Sales and
Services at W.W. Grainger, Inc., North America's leading broad line supplier of
maintenance, repair and operating products, with operations primarily in North
America, Japan and Europe and 2019 sales of $11.5 billion. She has led
Grainger's North American sales organization, which represents the largest
portion of Grainger's overall business, since 2020. Previously, she served as
Grainger's senior vice president of Direct Sales and Strategic Initiatives and
led its finance staff as vice president and chief financial officer of the
Americas.
As a non-employee director, Ms. Merriwether will receive a pro-rata amount of
the non-employee director retainer of $104,208, which is paid $42,084 in cash
and $62,124 in restricted stock units, based on the time she will serve from the
date of her appointment to the date of the Company's 2021 annual meeting of
shareholders.
There are no transactions between Ms. Merriwether and the Company that would be
reportable under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following items are filed as exhibits to this report.
Exhibit No. Description
99.1 Press release issued November 12, 2020, announcing the appointment
of Deidra Merriwether to the board of directors of Weyerhaeuser
Company.
99.2 Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Director
Restricted Stock Unit Award Terms and Conditions.
104 Cover page interactive data file (embedded within the inline XBRL
document).
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