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: May 2, 2011

(Date of Earliest Event Reported)

 

 

POTLATCH CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32729   82-0156045

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

601 W. First Avenue, Suite 1600, Spokane WA   99201
(Address of principal executive offices)   (Zip Code)

(509) 835-1500

(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 (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

On May 2, 2011, Potlatch Corporation (the “Company”) held its 2011 Annual Meeting of Stockholders. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in the Company’s Proxy Statement filed with the SEC on April 1, 2011. The certified results of the stockholder vote are as follows:

Proposal 1 – Election of Directors

The following individuals were elected to serve as directors to hold office until the 2014 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified.

 

Nominee

   For      Against      Abstain      Broker non-votes  

Jerome C. Knoll

     29,831,356         1,331,150         152,101         5,599,735   

John S. Moody

     29,785,396         1,375,422         153,789         5,599,735   

Lawrence S. Peiros

     29,810,681         1,343,310         160,616         5,599,735   

Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Auditors for 2011

The stockholders ratified the appointment of KPMG, LLP as the Company’s independent auditors for 2011.

 

For

 

Against

 

Abstain

 

Broker non-votes

35,915,506

  905,056   93,780   N/A

Proposal 3 – Approval of material terms of performance goals in the Potlatch Corporation 2005 Stock Incentive Plan.

The Stockholders approved the material terms of the performance goals in the Potlatch Corporation 2005 Stock Incentive Plan.

 

For

 

Against

 

Abstain

 

Broker non-votes

29,540,133

  1,607,008   167,466   5,599,735

Proposal 4 – Approval by non-binding vote, of 2010 compensation paid to the company’s named executive officers.

The Stockholders approved the 2010 compensation paid to the company’s named executive officers.

 

For

 

Against

 

Abstain

 

Broker non-votes

28,428,398

  2,676,574   209,635   5,599,735

Proposal 5 – Approval by non-binding vote, of the frequency of future advisory votes on executive compensation.

The Stockholders voted to recommend a 1 year frequency of future advisory votes on executive compensation.

 

     Votes  

One Year

     21,162,884   

Two Years

     275,833   

Three Years

     9,636,898   

Abstain

     238,992   

Broker non-votes

     5,599,735   


SIGNATURE

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.

 

Dated: May 5, 2011  

POTLATCH CORPORATION

    By:  

/s/ Lorrie D. Scott

    Name:   Lorrie D. Scott
    Title:   Corporate Secretary