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Issuer Purchases of Equity Securities
−Removed: The following table provides information with respect to purchases of common stock made by the company during second quarter 2023:
−Removed: COMMON SHARE REPURCHASES DURING SECOND QUARTER 2023
+Added: The following table provides information with respect to purchases of common stock made by the company during third quarter 2023:
+Added: COMMON SHARE REPURCHASES DURING THIRD QUARTER 2023
AVERAGE PRICE
2 unchanged sentences
OF SHARES THAT
−Removed: April 1 –
−Removed: May 1 –
−Removed: June 1 –
+Added: July 1 –
+Added: August 1 –
+Added: September 1 –
On September 22, 2021, we announced that our board had approved a new share repurchase program (the 2021 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares.
Concurrently, the board terminated the remaining repurchase authorization under the 2019 Repurchase Program.
−Removed: During second quarter 2023, we repurchased 1,689,874 shares for approximately $50 million (including transaction fees) under the 2021 Repurchase Program in open-market transactions.
+Added: During third quarter 2023, we repurchased 757,510 shares for approximately $25 million (including transaction fees) under the 2021 Repurchase Program in open-market transactions.
Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2021 Repurchase Program.
−Removed: As of June 30, 2023, we had remaining authorization of $292 million for future stock repurchases.
+Added: As of September 30, 2023, we had remaining authorization of $267 million for future stock repurchases.
OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
−Removed: During second quarter 2023, two of the company’s executive officers adopted trading plans intended to satisfy the affirmative defense conditions of Rule 10b5–1 (c).
−Removed: Wold , senior vice president and chief financial officer , adopted a plan on June 5, 2023 to initiate the cashless exercise of 8,095 stock options in the aggregate, 3,693 of which expire on February 12, 2024 and 4,402 of which expire on February 12, 2025, and thereby sell on the open market 8,095 shares of common stock underlying the stock options at a designated strike price.
−Removed: Wold’s plan begins on September 5, 2023 and expires when all of the options are exercised and all of the underlying shares are sold or on February 12, 2024, whichever occurs first.
−Removed: senior vice president and chief administration officer , adopted a plan on June 14, 2023 to sell an aggregate of 22,500 shares of common stock.
−Removed: Merle’s plan begins on September 13, 2023 and expires when all of the shares are sold or on September 11, 2024, whichever occurs first.
−Removed: Frequency of Say on Pay
−Removed: As previously reported in our Form 8-K filed on May 15, 2023, the 2023 Annual Meeting of Shareholders was held on May 12, 2023 (the “2023 Annual Meeting”).
−Removed: The shareholders voted on the matters set forth in such Form 8-K, including Proposal 3 related to the say-on-frequency advisory vote.
−Removed: Based on the voting results for Proposal 3 as set forth in the Form 8-K, and as was recommended with respect to this proposal by the board of directors in the proxy statement for the 2023 Annual Meeting, the board has determined that future advisory votes regarding named executive officer compensation will be conducted on an annual basis.
−Removed: This disclosure is intended to satisfy the requirements of Item 5.07(d) of Form 8-K.
−Removed: Officer’s Certificate dated as of May 17, 2023 executed by Weyerhaeuser Company as Issuer of 4.750% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on May 17, 2023 –
−Removed: Commission File Number 1-4825)
+Added: During third quarter 2023, two of the company’s “officers”
+Added: (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) adopted trading plans intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) of the Exchange Act.
+Added: Stockfish , president and chief executive officer, adopted a plan on August 3, 2023 with respect to the exercise of up to 161,500 stock options in the aggregate, 14,412 of which expire February 12, 2024, 17,468 of which expire April 9, 2024, 39,458 of which expire February 12, 2025 and 90,162 of which expire February 9, 2026.
+Added: Specifically, the plan provides for:
+Added: (i) the exercise of 90,162 stock options at a designated strike price and the sale of all of the underlying shares of common stock in a “cashless”
+Added: exercise transaction and (ii) the exercise of the remaining stock options at designated strike prices and the sale of an indeterminate number of the underlying shares to cover applicable exercise prices and withholding taxes for such exercises in “cashless”
+Added: exercise transactions, with the remaining shares to be held by Mr.
+Added: Stockfish’s plan expires when all of the shares are sold or on November 12, 2024, whichever occurs first.
+Added: O’Rear , senior vice president , Wood Products, adopted a plan on August 3, 2023 to sell an aggregate of 40,876 shares of common stock.
+Added: O’Rear’s plan expires when all of the shares are sold or on October 30, 2024, whichever occurs firs t.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, has been formatted in Inline XBRL.
+Added: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, has been formatted in Inline XBRL.
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 thereunto duly authorized.
WEYERHAEUSER COMPANY
−Removed: July 28, 2023
+Added: October 27, 2023
Senior Vice President and Chief Financial Officer
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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.