SEC Info - WestRock Co. - ‘8-K’ for 1/27/23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 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): i January 27, 2023

i WestRock Company

(Exact name of registrant as specified in its charter)

i Delaware	i 001-38736		i 37-1880617
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
i 1000 Abernathy Road, i Atlanta, i Georgia		i 30328
(Address of principal executive offices)		(Zip Code)

( i 770) i 448-2193

(Registrant’s telephone number, including area code)

i 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:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐	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
i Common Stock, par value $0.01 per share	i WRK	i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company i ☐

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.

WestRock Company, a Delaware corporation (the “Company”), held its annual meeting of stockholders on January 27, 2023, at which the Company’s stockholders voted on four proposals. A brief description of the proposals and the final voting results for each proposal follow:

1.	The Company’s stockholders elected all 12 director nominees, each to serve as a member of the Company’s Board of Directors (the “Board”) until the Company’s next annual meeting of stockholders and the election and qualification of his or her successor.

	For		Against		Abstain		Broker Non-Vote
Colleen F. Arnold		194,052,721		5,983,705		159,430		20,528,232
Timothy J. Bernlohr		191,464,337		8,565,503		166,016		20,528,232
J. Powell Brown		193,922,703		6,098,899		174,254		20,528,232
Terrell K. Crews		196,308,487		3,715,856		171,513		20,528,232
Russell M. Currey		197,485,449		2,542,153		168,254		20,528,232
Suzan F. Harrison		196,144,388		3,889,672		161,796		20,528,232
Gracia C. Martore		197,097,104		2,932,383		166,369		20,528,232
James E. Nevels		191,695,191		8,334,749		165,916		20,528,232
E. Jean Savage		196,462,176		3,573,468		160,212		20,528,232
David B. Sewell		197,470,725		2,557,600		167,531		20,528,232
Dmitri L. Stockton		197,853,371		2,172,880		169,605		20,528,232
Alan D. Wilson		192,036,175		7,990,402		169,279		20,528,232

The Company’s stockholders approved the advisory vote on executive compensation (the “Say-on-Pay Vote”).

For		Against		Abstain		Broker Non-Vote
	179,159,497		20,754,017		282,342		20,528,232

3.	The Company’s stockholders voted for future Say-on-Pay Votes to occur every year.

One Year		Two Years		Three Years		Abstain		Broker Non-Vote
	195,404,820		219,378		4,220,140		351,518	20,528,232

In accordance with its previous recommendation and the voting results on this advisory proposal, the Board has determined that the Company will hold a Say-On-Pay Vote every year until at least the next required stockholder vote on the frequency of the Say-on-Pay Vote.

4.	The Company’s stockholders ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal 2023.

For		Against		Abstain
	211,294,337		9,022,764		406,987

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.

		WESTROCK COMPANY
		(Registrant)




Date: January 31, 2023	By:	/s/ *Denise R. Singleton*
		Denise R. Singleton
		Executive Vice President, General Counsel and
		Secretary

This ‘8-K’ Filing	Date	Other Filings

Filed on:	1/31/23
For Period end:	1/27/23	DEF 14A
		List all Filings

WestRock Co. – ‘8-K’ for 1/27/23

On: Tuesday, 1/31/23, at 4:31pm ET · For: 1/27/23 · Accession #: 1157523-23-133 · File #: 1-38736

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