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MWV > SEC Filings for MWV > Form 8-K on 25-Apr-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a Vote of S

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Annual Meeting of Stockholders (the "Annual Meeting") of MeadWestvaco Corporation ("MWV") on April 22, 2013, MWV's stockholders approved and amended and restated MeadWestvaco Corporation Performance Incentive Plan (the "Plan"). The Plan is filed as Exhibit 10.1 hereto (incorporated by reference to Annex I to MWV's Proxy Statement, dated March 20, 2013 filed with the Securities and Exchange Commission) and the terms and descriptions of the Plan included in such Proxy Statement are incorporated into this Item 5.02 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Stockholders of MeadWestvaco Corporation was held on April 22, 2013. The proposals are described in detail in the Registrant's Proxy Statement for the 2013 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 20, 2013

(b) The directors named in the Proxy Statement were elected, by a majority of votes cast, to a one-year term expiring in 2014, with the following results:

                                                                 Number of
                           Number of          Number of           Shares          Broker
                          Shares For        Shares Against        Abstain        Non-Votes
   Michael E. Campbell     151,786,569              552,681       1,274,846       9,330,286
   James G. Kaiser         152,513,081              598,337         502,678       9,330,286
   Richard B. Kelson       151,163,864            1,771,100         679,132       9,330,286
   James M. Kilts          150,814,575            1,272,430       1,527,089       9,330,286
   Susan J. Kropf          152,244,967              804,671         564,458       9,330,286
   Douglas S. Luke         152,476,163              653,403         484,530       9,330,286
   John A. Luke, Jr.       148,200,430            1,708,018       3,705,648       9,330,286
   Gracia C. Martore       153,216,612              185,498         211,986       9,330,286
   Timothy H. Powers       152,253,641              995,880         364,576       9,330,286
   Jane L. Warner          152,555,498              549,471         509,127       9,330,286
   Alan D. Wilson          152,283,557              979,938         350,601       9,330,286

(c) The appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm was ratified by a majority of votes cast, with 161,492,475 shares in favor, 1,252,198 shares in opposition and 199,709 shares in abstention.

(d) The proposal to approve the advisory (non-binding) resolution on the company's executive compensation as reported in the Proxy Statement was approved by a majority of votes cast, with 132,042,785 shares in favor, 21,138,606 shares in opposition and 432,426 shares in abstention. The broker non-vote was 9,330,565 shares.

(e) The proposal for the adoption of an Amendment and Restatement of the MeadWestvaco Corporation 2005 Performance Incentive Plan was approved by a majority of the votes cast, with 142,556,444 shares in favor, 10,674,388 shares in opposition and 382,985 shares in abstention. The broker non-vote was 9,330,565 shares.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number           Description

10.1                     MeadWestvaco 2005 Performance Incentive Plan Amended and
                         Restated Effective February 25, 2013

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