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WY > SEC Filings for WY > Form 8-K on 16-Apr-2013All Recent SEC Filings

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Form 8-K for WEYERHAEUSER CO


16-Apr-2013

Change in Directors or Principal Officers


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

At a meeting on April 10, 2013, the Compensation Committee (the "Committee") of the Weyerhaeuser Company (the "Company") Board of Directors approved an amendment to the Company's Annual Incentive Plan ("AIP") to provide that additional financial measures may be used by the Committee for measuring performance of the businesses under the AIP. The amended and restated AIP is attached as an exhibit.

At the Annual Meeting of Shareholders of Weyerhaeuser Company held on April 11, 2013, the Company's shareholders approved the Weyerhaeuser Company 2013 Long-Term Incentive Plan (the "2013 Plan"). The Company's Board of Directors had previously adopted and approved the 2013 Plan, subject to stockholder approval. Terms of the 2013 Plan are described in the Company's 2013 Proxy Statement, which was filed with the Securities and Exchange Commission on February 26, 2013. The 2013 Plan was filed with the Securities and Exchange Commission on a Form 8-K on February 19, 2013. The forms of terms and conditions of equity that may be granted under the 2013 Plan are attached as exhibits.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Matters voted upon and votes cast at the annual meeting of shareholders of
Weyerhaeuser Company held on Thursday, April 11, 2013, were:

The reelection of Debra A. Cafaro, Mark A. Emmert, Daniel S. Fulton, John I.
Kieckhefer, Wayne W. Murdy, Nicole W. Piasecki, Doyle R. Simons, Richard H.
Sinkfield, D. Michael Steuert, Kim Williams, and Charles R. Williamson to the
board of directors.

                                   For        Against      Abstain    Broker Non-Votes
Cafaro.................        421,644,444   2,714,946    1,632,960      48,952,703
Emmert...............          421,940,388   2,387,061    1,664,496      48,953,108
Fulton.................        422,913,692   1,469,870    1,608,788      48,952,703
Kieckhefer.................... 413,779,160   10,624,378   1,588,812      48,952,703
Murdy.................         422,427,782   1,892,673    1,671,490      48,953,108
Piasecki..................     422,640,142   1,705,642    1,646,129      48,953,140
Simons..................       422,278,013   2,042,421    1,671,917      48,952,703
Sinkfield.................     413,868,482   10,450,883   1,672,986      48,952,703
Steuert.....................   418,590,986   5,754,358    1,647,007      48,952,703
Williams..................     421,737,721   2,583,027    1,671,602      48,952,703
Williamson..................   420,845,184   1,776,281    3,370,886      48,952,703


                                                                           Broker
                                   For         Against       Abstain      Non-Votes
Proposal to approve the
Weyerhaeuser Company 2013
Long-Term Incentive Plan       394,980,719    28,784,145    2,226,621    48,953,568
Proposal to approve the
advisory (non-binding)
resolution relating to
executive compensation         409,987,239    11,716,096    4,288,149    48,953,570
Proposal to approve, on an an
advisory basis, the
appointment of auditors        462,749,189    9,945,536     2,250,328         -

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