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PCL > SEC Filings for PCL > Form 8-K on 8-May-2014All Recent SEC Filings

Show all filings for PLUM CREEK TIMBER CO INC

Form 8-K for PLUM CREEK TIMBER CO INC


8-May-2014

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders
The company's 2014 Annual Meeting of Stockholders was held on May 6, 2014. Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, to vote on three items of business: (1) a proposal to elect ten individuals to the company's board of directors for one-year terms expiring at the company's 2015 annual stockholder meeting; (2) a proposal to approve, on an advisory and non-binding basis, the compensation of the company's named executive officers; and (3) a proposal to ratify, on an advisory and non-binding basis, the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2014. Required Vote
For each of the proposals, the vote standard is a majority of the votes cast "For" and "Against" the proposal. To be approved, the votes cast "For" the proposal must exceed the votes cast "Against" the proposal. Therefore, votes to abstain and broker non-votes have no effect on the vote outcome of any of the proposals.
Vote Results
Following are the final vote results for each proposal submitted to a vote of the stockholders at the annual meeting.

Proposal 1 Ten individuals nominated by the company's board of directors for election to one-year terms expiring at the 2015 Annual Meeting of Stockholders were elected to the board. The final vote results were as follows:

Nominee                    Votes For     Votes Against   Votes to Abstain   Broker Non-Votes
Rick R. Holley            115,645,601       688,977          540,830           39,178,754
Robin Josephs             113,367,636      2,963,119         544,653           39,178,754
Sara Grootwassink Lewis   115,523,129       802,255          550,024           39,178,754
John G. McDonald          113,819,873      2,499,776         555,759           39,178,754
Robert B. McLeod          113,896,420      2,417,543         561,445           39,178,754
John F. Morgan Sr.        115,607,333       718,917          549,158           39,178,754
Marc F. Racicot           115,544,098       781,023          550,287           39,178,754
Lawrence A. Selzer        113,956,461      2,373,425         545,522           39,178,754
Stephen C. Tobias         113,782,676      2,548,922         543,810           39,178,754
Martin A. White           113,881,950      2,452,348         541,110           39,178,754

Proposal 2 The executive compensation of the company's named executive officers was approved by the stockholders on a non-binding and advisory basis. The final vote results were as follows:
Votes For Votes Against Votes to Abstain Broker Non-Votes 95,662,687 19,899,515 1,313,206 39,178,754

Proposal 3 The appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2014 was ratified by the stockholders on a non-binding and advisory basis. The final vote results were as follows:
Votes For Votes Against Votes to Abstain Broker Non-Votes 153,931,327 1,406,679 716,156 0

Determination of Frequency of Future Executive Compensation Advisory Votes At the company's 2011 Annual Meeting of Stockholders, the board of directors recommended, and approximately 86% of the stockholders voting on the proposal (not including 768,439 abstain votes) chose, to have the company hold executive compensation advisory votes ("Say on Pay") on an annual basis until the next required advisory vote on Say on Pay frequency is held. In light of the foregoing, the company has held, and intends to continue to hold, the Say on Pay vote annually. The next advisory vote on Say on Pay frequency will be held at the company's 2017 Annual Meeting of Stockholders.


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