false 0001333274 0001333274 2021-05-28 2021-05-28

 

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 28, 2021

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

Mercer International Inc. (the "Company") held its 2021 Annual Meeting of Shareholders on May 28, 2021. At this meeting, shareholders were requested to (1) elect a board of directors, (2) approve, on a non-binding advisory basis, the Company's executive compensation, and (3) ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm, all of which were described in more detail in the Company's 2021 Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 9, 2021. The results of voting on the matters submitted to the Company's shareholders are as follows:

 

Proposal 1:Election of Directors.

 

All of the ten nominees for the Company's board of directors were elected, and the voting results are set forth below:

 

 

For

Withheld

Broker Non-Votes

Jimmy S.H. Lee

53,802,396

1,058,820

5,311,024

David M. Gandossi

54,837,692

23,524

5,311,024

R. Keith Purchase

54,375,911

485,305

5,311,024

William D. McCartney

51,753,722

3,107,494

5,311,024

James Shepherd

52,936,690

1,924,526

5,311,024

Alan C. Wallace

52,913,235

1,947,981

5,311,024

Linda J. Welty

54,376,124

485,092

5,311,024

Rainer Rettig

52,936,765

1,924,451

5,311,024

Alice Laberge

54,839,032

22,184

5,311,024

Janine North

54,827,449

33,767

5,311,024

 

Proposal 2:Advisory Vote on Executive Compensation.

 

The non-binding resolution approving the Company's executive compensation was approved, and the voting results are set forth below:

 

For

Against

Abstentions

Broker Non-Votes

52,735,238

2,093,675

32,303

5,311,024

 

Proposal 3:Ratification of Selection of Independent Registered Public Accounting Firm.

 

The selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2021 was ratified, and the voting results are set forth below:

 

For

Against

Abstentions

Broker Non-Votes

58,085,065

2,083,103

4,072

-

 

 

 


 

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.

 

 

By: /s/ David K. Ure

David K. Ure

Chief Financial Officer

 

 

Date:  May 28, 2021

 

 


 

 

 

1