WestRock Company (NYSE:WRK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The board of directors (the “Board”) of WestRock Company has determined that a portion of the stock grants awarded to Steven C. Voorhees, the Company’s chief executive officer and president, on January 31, 2014 (the “2014 Award”) and August 5, 2015 (the “2015 Award”) inadvertently exceeded the limits set forth in the Amended and Restated 2004 Incentive Stock Plan (the “Plan”). Specifically, the Board, with the assistance of independent counsel retained by the Board and a cross-functional working group, concluded that Mr. Voorhees received 39,555 shares of WestRock common stock in excess of the limit set forth in the Plan for the 2014 Award and 50,326 shares, at target, in excess of the limit set forth in the Plan for the 2015 Award. Based on these determinations, on September 26, 2017, the Board, following the recommendation of the Compensation Committee, determined to take the following actions in order to bring the 2014 Award and the 2015 Award into compliance with the terms of the Plan:
| · | require Mr. Voorhees to return to the Company 20,588 shares of WestRock common stock, representing the number of shares awarded as part of the 2014 Award in excess of the applicable limit, net of 18,967 shares that were withheld to satisfy applicable income and employment taxes, plus $24,706 representing cash dividends received by Mr. Voorhees on the 20,588 shares of stock, and |
| · | reduce the 2015 Award by 50,326 unvested shares, representing the number of shares awarded with the 2015 Award in excess of the applicable limit. |
In taking these actions, the Board, assisted by its independent compensation consultant, also confirmed that Mr. Voorhees’ total compensation in fiscal 2014 and 2015, including the equity compensation that was inadvertently awarded in excess of the applicable limits in each of those years, was appropriate and aligned with the Company’s stockholders’ interests. Having confirmed that the compensation it had established for Mr. Voorhees was appropriate and reasonable, and desiring to fulfill its original intentions, the Board discussed approving a one-time stock award to Mr. Voorhees and plans to further consider making such an award in calendar 2018.
Mr. Voorhees recused himself from deliberations of the Compensation Committee and the Board concerning these matters.
At the request of the Board, WestRock’s management has implemented additional processes relating to the future granting of equity awards to ensure those grants comply with the terms of the relevant plan, including its grant limits.
About WestRock Company (NYSE:WRK)
WestRock Company is a multinational provider of paper and packaging solutions for consumer and corrugated packaging markets. The Company also develops real estate in the Charleston, South Carolina region. The Company’s segments include Corrugated Packaging, Consumer Packaging, and Land and Development. The Corrugated Packaging segment consists of its containerboard mill and corrugated packaging operations, as well as its recycling operations. The Consumer Packaging segment consists of consumer mills, folding carton, beverage, merchandising displays, home, health and beauty dispensing, and partition operations. The Land and Development segment is engaged in the development and sale of real estate primarily in Charleston, South Carolina. As of September 30, 2016, the Company owned approximately 61,000 acres of development landholdings primarily in the Charleston, South Carolina region. The Corrugated Packaging segment produces containerboard and high-graphics preprinted linerboard.