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): February 2, 2018

 

 

WestRock Company

(Exact name of registrant as specified in charter)

 

 

Delaware 001 -37484 47-3335141
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)    

 

1000 Abernathy Road, Atlanta, GA 30328
(Address of principal executive offices) (Zip Code)

 

(770) 448-2193

(Registrant’s telephone number, including area code)

 

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:

 

[ ] 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))

 

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 [   ]

 

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 held its annual meeting of stockholders on February 2, 2018, at which the Company submitted the following matters to a vote of its stockholders:

 

Votes cast for or withheld regarding 12 individuals nominated for election to serve on the Company’s board of directors for a term expiring in 2019 were as follows:

 

  For

 

Against

 Withheld

Broker

Non-Vote

Timothy J. Bernlohr 205,641,794 2,803,516 552,333 18,475,985
J. Powell Brown 207,947,054 909,373 141,216 18,475,985
Michael E. Campbell 208,030,977 458,537 508,129 18,475,985
Terrell K. Crews 208,100,847 346,274 550,522 18,475,985
Russell M. Currey 208,117,215 711,337 169,091 18,475,985
John A. Luke, Jr. 203,528,594 4,983,764 485,285 18,475,985
Gracia C. Martore 207,565,233 939,355 493,055 18,475,985
James E. Nevels 205,912,985 2,598,431 486,227 18,475,985
Timothy H. Powers 208,116,924 392,677 488,042 18,475,985
Steven C. Voorhees 207,959,839 947,317 90,487 18,475,985
Bettina M. Whyte 207,875,755 627,058 494,830 18,475,985
Alan D. Wilson 207,524,441 987,608 485,594 18,475,985

 

Votes cast for or against, as well as the number of abstentions and broker non-votes regarding each of the matters noted below, were as follows:

 

    For   Against   Abstain  

Broker Non-

Vote

Advisory vote on executive compensation   205,667,540   2,730,694   599,409   18,475,985
Approve the WestRock Company Second Amended and Restated Annual Executive Bonus Plan   205,457,439   2,938,822   601,382   18,475,985
Approve the WestRock Company Amended and Restated 2016 Incentive Stock Plan   175,145,746   33,263,759   588,138   18,475,985
Ratify the appointment of Ernst & Young LLP to serve as independent registered public accounting firm of the Company   224,869,730   2,528,012   75,886   n/a

 

 

 

 

 

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: February 5, 2018By:   /s/ Robert B. McIntosh                                  
   Robert B. McIntosh
   Executive Vice-President, General Counsel
   And Secretary