Form 8-K

 

 

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 31, 2013

 

 

MERCER INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Washington   000-51826   47-0956945

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada V6C 1G8

(Address of principal executive office)

(604) 684-1099

(Registrant’s telephone number, including area code)

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 Instruction 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))

 

 

 


ITEM 5.07 Submission of Matters to a Vote of Security Holders.

Mercer International Inc. (the “Company”) held its 2013 Annual Meeting of Shareholders on May 31, 2013. At this meeting, shareholders were requested to: 1) elect a board of directors; 2) ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2013; and 3) approve a non-binding advisory vote on executive compensation, all of which were described in more detail in the Company’s 2013 Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 17, 2013. The results of the voting on the matters submitted to the Company’s shareholders are as follows:

 

Proposal 1:         Election of directors to hold office for the ensuring year.

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

 

    

For

  

Withheld

  

Abstentions and Broker Non-Votes

Jimmy S.H. Lee

   44,617,098    80,170    5,320,187

William D. McCartney

   44,616,168    81,100    5,320,187

Eric Lauritzen

   44,617,333    79,935    5,320,187

Graeme A. Witts

   44,609,503    87,765    5,320,187

Bernard Picchi

   44,611,933    85,335    5,320,187

James Shepherd

   44,616,273    80,995    5,320,187

R. Keith Purchase

   44,616,933    80,335    5,320,187

Nancy Orr

   44,611,058    86,210    5,320,187

 

Proposal 2:         Ratification of Appointment of Independent Auditors.

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 2013 was approved and the voting results are set forth below:

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

49,914,609

   66,718    36,128    —  

 

Proposal 3:        Advisory Vote on Executive Compensation.

The non-binding resolution relating to the compensation of the Company’s named executive officers was approved and the voting results are set forth below:

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

44,201,519

   282,534    213,215    5,320,187


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.
     

    /s/ David M. Gandossi

     

David M. Gandossi

     

Chief Financial Officer

Date: June 3, 2013