merc-8k_20200515.htm
false 0001333274 --12-31 0001333274 2020-05-15 2020-05-15

 

 

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 15, 2020

 

MERCER INTERNATIONAL INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Washington

000-51826

47-0956945

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (604) 684-1099

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instructions A.2. below):

 

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 $1.00 per share

 

MERC

 

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. 

 

 

 


 

ITEM 5.03

AMENDMENTS TO BYLAWS.

 

On May 15, 2020, the board of directors (the "Board") of Mercer International Inc. (the “Company”) adopted an amendment (the "Amendment") to Section 2.9 of the Company's Bylaws to provide that a meeting of the Company's shareholders may be held by means of remote communication, including without limitation, the internet, and to provide that the presence or participation by a shareholder or proxyholder at a meeting of shareholders, including voting and taking other action by electronic means, and including the opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, will constitute presence in person by such shareholder at the meeting.

 

The foregoing summary is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 3.1 hereto and incorporated by reference therein.

 

ITEM 8.01

OTHER EVENTS.

 

On May 15, 2020, the Company announced that, due to ongoing public health concerns relating to the coronavirus (COVID-19) pandemic and to support the health and well-being of the Company's shareholders, the community and other stakeholders,  its 2020 Annual Meeting of Shareholders, which is scheduled to be held on May 29, 2020, will be held in a virtual format only at 10:00 a.m. (Vancouver time), via a live webcast, instead of a hybrid in-person and virtual meeting as originally planned.  A copy of the Company's press release announcing the change in meeting format is attached hereto as Exhibit 99.1.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit No.

Description

3.1

Amendment to the Bylaws of the Company, dated May 15, 2020.

99.1

Press release of the Company dated May 15, 2020.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1


 

SIGNATURES

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.

 

 

 

MERCER INTERNATIONAL INC.

 

 

 

 

Date: May 15, 2020

 

By:

/s/ David K. Ure

 

 

 

 

David K. Ure

 

 

 

Chief Financial Officer

 

2

merc-ex31_7.htm

 

EXHIBIT 3.1

 

 

 

AMENDMENT TO BYLAWS

 

OF

 

MERCER INTERNATIONAL INC.

 

(As adopted by the Board of Directors on May 15, 2020)

 

Section 2.9 of Article 2 of the Bylaws of Mercer International Inc. is deleted in its entirety and replaced with the following:

 

"2.9 Virtual Meetings.  Shareholders may participate in a meeting by means of a conference telephone or other electronic means or remote communication, including, without limitation, the internet, by which all shareholders or proxy holders participating in the meeting has a reasonable opportunity to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, and participation by such means shall constitute presence in person at a meeting."  

 

 

 

merc-ex991_6.htm

 

EXHIBIT 99.1

For Immediate Release

MERCER INTERNATIONAL INC. ANNOUNCES THAT 2020 ANNUAL MEETING OF SHAREHOLDERS IS CHANGED TO A VIRTUAL ONLY FORMAT

 

NEW YORK, NY, May 15, 2020 ‑ Mercer International Inc. (Nasdaq: MERC) announced that our 2020 Annual Meeting of Shareholders (the "Meeting") will be held in virtual format only due to the ongoing public health concerns related to the coronavirus (COVID-19) pandemic and to support the health and well-being of our shareholders, the community and other stakeholders. There will no longer be an in-person event location for the Meeting.

 

The Meeting will be hosted through the Internet at www.meetingcenter.io/246849420. The password for the meeting is:  MERC2020. As set forth in our proxy materials, the meeting will be held on May 29, 2020 at 10:00 a.m. (Vancouver time) and shareholders of record at the close of business on March 25, 2020 will be entitled to participate, vote and submit questions prior to and during the Meeting.

 

Shareholders of record must enter the control number found on their notice, proxy card or voting instruction form in order to participate, vote and submit questions at the Meeting. If you hold your shares through a broker account or in another nominee form, you may view the meeting virtually at the website set forth above and may vote your shares prior to the Meeting by providing voting instructions to your broker or nominee as set forth in our proxy materials. However, if you wish to participate, vote or submit questions at the Meeting you will need to obtain a legal proxy from such broker or other nominee and send it, along with your name and email address to our registrar transfer agent by email at legalproxy@computershare.com or mail at Proxy Services, c/o Computershare, Inc. (Legal Proxy), P.O. Box 505008, Louisville, KY 40233. Such requests must be labelled “Legal Proxy” and must be received by Computershare no later than 5:00 p.m. (Eastern Time) on May 25, 2020 in order to allow sufficient time for our transfer agent to process such request and generate a control number.

 

Shareholders are encouraged to vote in advance of the Meeting using one of the methods specified in our proxy materials. Shareholders who have previously voted in respect of the matters to be considered at the Meeting are not required to recast a vote at the Meeting unless they wish to change their vote.

 

Mercer International Inc. is a global forest products company with operations in Germany and Canada with consolidated annual production capacity of 2.2 million tonnes of pulp and 550 million board feet of lumber. To obtain further information on the company, please visit our web site at https://www.mercerint.com.

 

APPROVED BY:

 

David M. Gandossi, FCPA, FCA

Chief Executive Officer

(604) 684-1099

 

David K. Ure, CPA, CGA

Senior VP Finance, CFO & Secretary

(604) 684-1099

 

 

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