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9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 67K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 45K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 45K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 42K
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Statutory Federal Income Tax Rate to our Actual
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95: R81 Income Taxes - Additional Information (Details) HTML 84K
96: R82 Income Taxes - Summary of Deferred Income Taxes HTML 82K
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97: R83 Income Taxes - Summary of Non-current Deferred Tax HTML 44K
Assets and Liabilities (Details)
98: R84 Income Taxes - Summary of Unrecognized Tax Benefit HTML 57K
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99: R85 Income Taxes - Summary of Information Related to HTML 47K
Interest and Penalties on Uncertain Tax Positions
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100: R86 Stock-Based Compensation - Additional Information HTML 132K
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101: R87 Stock-Based Compensation - Summary of RSU and PSA HTML 53K
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102: R88 Stock-Based Compensation - Summary of Compensation HTML 52K
Expense (Details)
103: R89 Stock-Based Compensation - Schedule of Information HTML 78K
Related to Outstanding SOSARs (Details)
104: R90 Retirement Plans and Other Post-Retirement HTML 75K
Benefits - Additional Information (Details)
105: R91 Retirement Plans and Other Post-Retirement HTML 86K
Benefits - Summary of Amounts Attributable to
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106: R92 Retirement Plans and Other Post-Retirement HTML 54K
Benefits - Summary of Amounts Recognized in
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107: R93 Retirement Plans and Other Post-Retirement HTML 51K
Benefits - Summary of Amounts Recognized as
Accumulated Other Comprehensive Income on Pre-Tax
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108: R94 Retirement Plans and Other Post-Retirement HTML 47K
Benefits - Summary of Weighted-average Assumptions
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109: R95 Retirement Plans and Other Post-Retirement HTML 49K
Benefits - Summary of Information for Pension
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Benefits - Summary of Net Periodic Benefit
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Benefits - Summary of Benefit Payments Expected to
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Other Benefit Plans (Details)
114: R100 Inventories (Details) HTML 50K
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Plant, Equipment and Timberlands (Details)
116: R102 Plant, Equipment and Timberlands - Additional HTML 43K
Information (Details)
117: R103 Goodwill and Intangible Assets - Summary of HTML 166K
Goodwill and Other Intangible Assets (Details)
118: R104 Goodwill and Intangible Assets - Summary of HTML 55K
Amortization of Intangible Assets (Details)
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Agreements Together with Maturities of Other
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Summary of Fair Values of Derivative Instruments
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Financial and Other Information by Segment
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141: R127 Segment and Geographic Information - Summary of HTML 62K
Net Sales to External Customers and Location of
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
reasonably promptly recover from an Executive Officer the amount of any erroneously
awarded Incentive-Based Compensation that is Received by such Executive Officer
during the Recovery Period. The amount of erroneously Received Incentive-Based
Compensation will be the excess of the Incentive-Based Compensation Received by the
Executive Officer (whether in cash or shares) based on the erroneous
data in the original
financial statements over the Incentive-Based Compensation (whether in cash or in
shares) that would have been Received by the Executive Officer had such Incentive-
Based Compensation been based on the restated results, without respect to any tax
liabilities incurred or paid by the Executive Officer.
Recovery of any erroneously awarded compensation under this Policy is not dependent
on fraud or misconduct by any Executive Officer in connection with a Restatement.
Without limiting the foregoing, for Incentive-Based Compensation based on the
Company’s
stock price or total shareholder return, where the amount of erroneously
awarded compensation is not subject to mathematical recalculation directly from the
information in the Restatement, (a) the amount shall be based on the Company’s
reasonable estimate of the effect of the Restatement on the stock price or total
shareholder return upon which the Incentive-Based Compensation was Received and (b)
the Company shall maintain documentation of the determination of that reasonable
estimate and provide such estimate to the Regulators as required by the
Applicable Rules.
In addition to the foregoing, in the event that an Executive Officer fails to repay or
reimburse erroneously awarded compensation that is subject to recovery, the Committee
may require an Executive Officer to reimburse the Company for any and all expenses
reasonably incurred (including legal fees) by the Company in recovering erroneously
awarded compensation under this Policy.
Section 7. Covered Executive Officers and Covered Incentive-Based
Compensation.
This Policy covers all persons who are Executive Officers at any time during the
Recovery Period for which Incentive-Based Compensation is Received or during the
performance period applicable to such Incentive-Based Compensation. Incentive-Based
Compensation shall not be recovered under this Policy to the extent Received by any
person before the date the person served as an Executive Officer. Subsequent changes in
an Executive Officer’s employment status, including retirement or termination of
employment, do not affect the
Company’s right to recover Incentive-Based
Compensation pursuant to this Policy.
This Policy shall apply to Incentive-Based Compensation that is Received by any
Executive Officer on or after the Effective Date and that results from attainment of a
Financial Reporting Measure based on or derived from financial information for any
EXHIBIT 97.1
fiscal period ending on or after the Effective Date. For the avoidance of doubt, this will
include Incentive-Based
Compensation that may have been approved, awarded, or
granted to an Executive Officer on or before the Effective Date if such Incentive-Based
Compensation is Received on or after the Effective Date.
Section 8. Methods of Recovery; Limited Exceptions.
The Committee shall determine, in its sole discretion, the method of recovering any
Incentive-Based Compensation subject to this Policy, including those methods set forth in
Section 10.
No recovery shall be required if any of the following conditions are met and the
Committee
determines that, on such basis, recovery would be impracticable:
(a)the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that prior to making a determination that it would be impracticable to recover any Incentive-Based Compensation based on the expense of enforcement, the Company shall (i) have made a reasonable attempt to recover the Incentive-Based Compensation, (ii) have documented such reasonable attempts to recover, and (iii) provide the documentation to the NYSE;
(b)recovery would violate home country law where that law was adopted prior to November
28, 2022; provided that, prior to making a determination that it would be impracticable to recover any Incentive-Based Compensation based on a violation of home country law, the Company shall (i) have obtained an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such violation, and (ii) provide a copy of such opinion to the NYSE; or
(c)recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations promulgated thereunder.
Section 9. Reporting;
Disclosure; Monitoring.
The Company shall make all required disclosures and filings with the Regulators with
respect to this Policy in accordance with the requirements of the Applicable Rules, and
any other requirements applicable to the Company, including the disclosures required in
connection with the Securities and Exchange Commission filings.
Section 10. Methods of Recovery.
Subject to Section
8, in the event that the Committee determines that this Policy should
apply, to the extent permitted by applicable law, the Company shall, as determined by the
Committee in its sole discretion, take any such actions as it deems necessary or
appropriate to recover Incentive-Based Compensation. The actions may include, without
limitation (and as applicable):
EXHIBIT 97.1
(a)forfeit, reduce or
cancel any Incentive-Based Compensation (whether vested or unvested) that has not been distributed or otherwise settled;
(b)seek recovery of any Incentive-Based Compensation that was previously paid to the Executive Officer;
(c)seek recovery of any amounts realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based Incentive-Based Compensation;
(d)recoup any amount in respect of Incentive-Based Compensation that was contributed or deferred to a plan that takes into account Incentive-Based Compensation (excluding certain tax-qualified plans, but including deferred compensation plans, and supplemental executive retirement
plans, and insurance plans to the extent otherwise permitted by applicable law, including Section 409A of the Code) and any earnings accrued on such Incentive-Based Compensation;
(e)offset, withhold, eliminate or cause to be forfeited any amount that could be paid or awarded to the Executive Officer after the date of determination; and
(f)take any other remedial and recovery action permitted by law, as determined by the Committee.
In addition, the Committee may authorize legal action for breach of fiduciary duty or
other violation of law and take such other actions to enforce the obligations of the
Executive
Officer to the Company as the Committee deems appropriate.
Section 11. Notice.
Before the Company takes action to seek recovery of compensation pursuant to this
Policy against an Executive Officer, the Company shall take commercially reasonable
steps to provide such individual with advance written notice of such clawback; provided
that this notice requirement
shall not in any way delay the reasonably prompt recovery of
any erroneously awarded Incentive-Based Compensation.
Section 12. No Indemnification.
The Company shall not indemnify any current or former Executive Officer against the
loss of erroneously awarded compensation and shall not pay or reimburse any such
person for premiums incurred or paid for any insurance policy to fund such person’s
potential recovery obligations.
Section 13. Governing
Law.
This Policy and all determinations made and actions taken pursuant hereto, to the extent
not otherwise governed by mandatory provisions of the Applicable Rules, shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania without regard to choice of law principles. If any provision of this Policy
shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect
EXHIBIT 97.1
the
remaining parts of this Policy, but this Policy shall be construed and enforced as if the
illegal or invalid provision had never been included in this Policy.
Section 14. Defined Terms.
The following capitalized terms used in this Policy have the following meanings:
(a)“Applicable Rules” means Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder and Section 303A.14 of the Listed Company Manual of the New York Stock Exchange LLC (“NYSE”).
(b)“Board”
means the Board of Directors of the Company.
(c)“Committee” means the Compensation Committee of the Board, or, in the absence of such committee, a majority of the independent directors serving on the Board.
(d)“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(e)“Executive Officer” means each officer of the Company who is the
Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president of the Company in charge of a principal business unit, division or function, any other officer who performs a policy-making function, or any other person who performs similar significant policy-making functions for the Company, as determined under 17 CFR § 229.401(b).
(f)“Financial Reporting Measures” means (i) measures that are determined and presented in accordance with the accounting principles used in preparing the
Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) the Company’s stock price, and (iii) total shareholder return in respect of the Company. A “Financial Reporting Measure” need not be presented within the financial statements or included in a filing with the Securities and Exchange Commission.
(g)“Incentive Plans” means (i) the Company’s Amended and Restated 2022 Long-Term Incentive Plan, (ii) the Company’s Management Incentive
Program, and (iii) any other incentive plans in effect from time to time.
(h)“Incentive-Based Compensation” means any compensation that is granted, earned, or vested, based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation does not include, among other forms of compensation, equity awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures.
(i)“Received” – Incentive-Based Compensation is deemed “Received” for the purposes of this Policy in the
Company’s fiscal period during which the Financial Reporting Measure applicable to the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
EXHIBIT 97.1
(j)“Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare a Restatement, which date is the earlier of (i) the date the Board, a committee of the Board, or the officer or officers of the
Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) a date that a court, regulator or other legally authorized body directs the Company to prepare a Restatement.
(k)“Regulators” means, as applicable, the Securities and Exchange Commission and NYSE.
(l)“Restatement” means that the Company is required
to prepare an accounting restatement due to a material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements (i) that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Dates Referenced Herein and Documents Incorporated by Reference