43 unchanged sentences
Information regarding our executive officers is incorporated herein by reference to the material included under the caption “Executive Officers” in our 2023 Proxy Statement.
−Removed: Delinquent Section 16(a) Reports
−Removed: Information regarding compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the material included under the caption “Delinquent Section 16(a) Reports” in our 2022 Proxy Statement.
AUDIT COMMITTEE
−Removed: Information regarding our Finance and Audit Committee is incorporated herein by reference to the material included under the captions “Board and Committee Meetings” and “Finance and Audit Committee” in our 2022 Proxy Statement.
+Added: Information regarding our Finance and Audit Committee is incorporated herein by reference to the material included under the captions “Committees of the Board” and “Finance and Audit Committee” in our 2023 Proxy Statement.
CORPORATE GOVERNANCE
13 unchanged sentences
Principal Accountant Fees and Services
−Removed: Information regarding fees and services provided by our principal accountant and the LP Finance Audit Committee’s pre-approval policies and procedures relating thereto is incorporated herein by reference to the material under the caption “Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm” in the 2022 Proxy Statement.
+Added: Information regarding fees and services provided by our principal accountant and the LP Finance and Audit Committee’s pre-approval policies and procedures relating thereto is incorporated herein by reference to the material under the caption “Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm” in the 2023 Proxy Statement.
The charter for the Finance and Audit Committee is disclosed on our website at www.lpcorp.com.
11 unchanged sentences
(PCAOB ID No.
−Removed: Interim Financial Results (unaudited).
No other financial statement schedules are required to be filed.
3 unchanged sentences
Number Exhibit
+Added: 2.1 Asset Purchase Agreement, dated as of June 21, 2022, by and among Louisiana-Pacific Corporation, Louisiana-Pacific Canada LTD, Pacific Woodtech Corporation and Pacific Woodtech Canada Holdings Limited.
+Added: Incorporated herein by reference to Exhibit 2.1 to LP’s Current Report on Form 8-K, dated June 22, 2022.
3.1 Restated Certificate of Incorporation of LP.
2 unchanged sentences
Incorporated herein by reference to Exhibit 3.3 to LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
−Removed: 3.3 Bylaws of LP.
−Removed: Incorporated herein by reference to Exhibit 3.1 to LP’s Current Report on Form 8-K, filed on August 4, 2015.
+Added: 3.3 Amended and Restated Bylaws of LP.
+Added: Incorporated herein by reference to Exhibit 3.1 to LP’s Current Report on Form 8-K, filed on November 2, 2022.
4.1 Indenture, dated as of March 11, 2021, between LP and The Bank of New York Mellon Trust Company, N.A., as trustee.
1 unchanged sentence
4.2 Description of Securities.
−Removed: Incorporated by reference to Exhibit 4.2 to LP's Annual Report on Form 10-K for the year ended December 31, 2020.
−Removed: 10.1 First Amended and Restated Credit Agreement, dated as of June 27, 2019, among Louisiana-Pacific Corporation, as borrower, certain subsidiaries of the borrower from time to time party thereto, as guarantors, American AgCredit, PCA, as administrative agent and sole lead arranger, CoBank, ACB, as L/C Issuer and lenders party thereto.
−Removed: Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed on June 28, 2019.
−Removed: 10.2 Amended and Restated Security Agreement, dated as of June 27, 2019, among Louisiana-Pacific Corporation and American AgCredit, PCA.
−Removed: Incorporated herein by reference to Exhibit 10.2 to LP’s Current Report on Form 8-K, filed on June 28, 2019.
−Removed: 10.3 First Amendment to Amended and Restated Credit Agreement, dated May 1, 2020, among the Company, as borrower, American AgCredit PCA, as administrative agent, CoBank, ACB, as letter of credit issuer and lenders and voting participants party thereto.
−Removed: Incorporated by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed on May 5, 2020.
−Removed: 10.4 Second Amendment to Amended and Restated Credit Agreement, dated May 27, 2020, among the Company, as borrower, American AgCredit PCA, as administrative agent, CoBank, ACB, as letter of credit issuer and lenders and voting participants party thereto.
−Removed: Incorporated by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K filed on May 29, 2020.
−Removed: 10.5 Negative Consent (February 2021), dated February 2, 2021, from American AgCredit, PCA, as administrative agent, to the lenders party to that certain First Amended and Restated Credit Agreement, dated as of June 27, 2019, among Louisiana-Pacific Corporation, as borrower, certain subsidiaries of the borrower from time to time party thereto, as guarantors, American AgCredit PCA, as administrative agent and sole lead arranger, CoBank, ACB, as L/C Issuer and lenders party thereto.
−Removed: Incorporated herein by reference to Exhibit 10.1 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
−Removed: 10.6 Third Amendment to Amended and Restated Credit Agreement, dated June 8, 2021, among the Company, as borrower, American AgCredit PCA, as administrative agent, CoBank, ACB, as letter of credit issuer and lenders and voting participants party thereto.
−Removed: Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed on June 8, 2021.
−Removed: 10.7 Fourth Amendment to Amended and Restated Credit Agreement, dated August 6, 2021, among the Company, as borrower, American AgCredit PCA, as administrative agent, CoBank, ACB, as letter of credit issuer and lenders and voting participants party thereto.
−Removed: Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed on August 6, 2021.
−Removed: 10.8 1992 Non-Employee Director Stock Option Plan (Amended and Restated as of May 8, 2009).
−Removed: Incorporated herein by reference to Exhibit 10.10 to LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
+Added: Incorporated herein by reference to Exhibit 4.2 to LP's Annual Report on Form 10-K for the year ended December 31, 2020.
+Added: 10.1 Second Amended and Restated Credit Agreement, dated November 29, 2022, among the Company, as borrower, American AgCredit PCA, as administrative agent, CoBank, ACB, as letter of credit issuer and lenders and voting participants party thereto.
+Added: Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed November 29, 2022.
10.2 Amended and Restated 1997 Incentive Stock Award Plan.
11 unchanged sentences
10.8 Form of Stock Appreciation Rights Award Agreement under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated by reference to Exhibit 10.19 to LP's Annual Report on Form 10-K for the year ended December 31, 2015.*
−Removed: 10.16 Form of Stock Appreciation Rights Award Agreement with certain retirement provisions under the 2013 Omnibus Stock Award Plan.
Incorporated herein by reference to Exhibit 10.19 to LP's Annual Report on Form 10-K for the year ended December 31, 2015.*
−Removed: 10.17 Form of Restricted Stock Unit Award Agreement for directors under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated herein by reference to Exhibit 10.29 to LP's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.*
−Removed: 10.18 Form of Change of Control Employment Agreement.
−Removed: Incorporated herein by reference to Exhibit 10.26 to LP’s Current Report on Form 8-K, filed on March 4, 2015.
−Removed: 10.19 Form of Restricted Stock Unit Award agreement for directors under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated herein by reference to Exhibit 10.2 to LP's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2018.
−Removed: 10.20 Form of Performance Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan.
+Added: 10.9 Form of Stock Appreciation Rights Award Agreement with certain retirement provisions under the 2013 Omnibus Stock Award Plan.
Incorporated herein by reference to Exhibit 10.25 to LP's Annual Report on Form 10-K for the year ended December 31, 2016.*
1 unchanged sentence
Incorporated herein by reference to Annex A to LP's Definitive Proxy Statement on Schedule 14A, filed on March 26, 2019.*
+Added: 10.11 First Amendment to Louisiana-Pacific 2019 Employee Stock Purchase Plan.
+Added: Incorporated herein by reference to Exhibit 10.7 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*
10.12 Form of Severance Agreement between Louisiana-Pacific Corporation and Chief Executive Officer.
2 unchanged sentences
Incorporated herein by reference to Exhibit 10.2 to LP's Current Report on Form 8-K, filed on May 14, 2019.*
−Removed: 10.24 Form of Performance Shares Award Agreement under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated herein by reference to Exhibit 10.3 to LP's Current Report on Form 8-K, filed on May 14, 2019.*
−Removed: 10.25 Form of Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated herein by reference to Exhibit 10.4 to LP's Current Report on Form 8-K, filed on May 14, 2019.*
−Removed: 10.26 Form of Restricted Stock Unit Award Agreement with retirement provisions under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated herein by reference to Exhibit 10.5 to LP's Current Report on Form 8-K, filed on May 14, 2019.*
10.14 Form of Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan with retirement provisions.
Incorporated herein by reference to Exhibit 10.2 to LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.*
−Removed: 10.28 Form of Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated herein by reference to Exhibit 10.3 to LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.*
10.15 Form of Performance Shares Award Agreement under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated by reference to Exhibit 10.1 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.*
−Removed: 10.30 Amended and Restated LP Non-Employee Directors Compensation Plan.
−Removed: Incorporated by reference to LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.*
+Added: Incorporated herein by reference to Exhibit 10.1 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.*
+Added: 10.16 Amended and Restated Lo uisiana-Pacific Corporation Non-Employee Directors Compensation Plan.
+Added: Incorporated herein by reference to Exhibit 10.2 to LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.*
+Added: 10.17 Amended and Restated Louisiana-Pacific Corporation Non-Employee Directors Compensation Plan.
+Added: Incorporated herein by reference to Exhibit 10.8 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*
10.18 Form of Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan with retirement provisions.
+Added: Incorporated herein by reference to Exhibit 10.1 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*
+Added: 10.19 Form of Performance Shares Award Agreement under the 2013 Omnibus Stock Award Plan.
+Added: Incorporated herein by reference to Exhibit 10.2 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*
+Added: 10.20 2022 Omnibus Stock Award Plan.
+Added: Incorporated herein by reference to Annex A to LP's Definitive Proxy Statement on Schedule 14A, filed on March 18, 2022.*
+Added: 10.21 Form of Restricted Stock Unit Award Agreement for directors under the 2022 Omnibus Stock Award Plan.
+Added: Incorporated herein by reference to Exhibit 10.5 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*
+Added: 10.22 Form of Restricted Stock Unit Award Agreement for directors under the 2022 Omnibus Stock Award Plan.*+
10.23 Form of Restricted Stock Unit Award Agreement under the 2022 Omnibus Stock Award Plan.*+
10.24 Form of Performance Shares Award Agreement under the 2022 Omnibus Stock Award Plan.*+
+Added: 10.25 Form of Change of Control Employment Agreement.*+
21 List of LP’s subsidiaries.
10 unchanged sentences
104 Cover Page Interactive Data File (embedded with Inline XBRL document and contained in Exhibit 101).
+Added: * Indicates a management contract or compensatory plan or arrangement.
+Added: + Filed herewith.
+Added: ++ Furnished herewith.
Form 10-K Summary
27 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.